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ARTICLE · 19 FEBRUARY 2024

Section 238 Roundup: Recent Developments In Cayman Islands Appraisals

Ogier
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Section 238 of the Cayman Islands Companies Act (2023 Revision) (the Act) provides a mechanism by which shareholders can dissent from mergers and consolidations...

Cayman IslandsLitigation, Mediation & Arbitration
Shaun Maloney
Shaun Maloney
Dunzelle Daker
Dunzelle Daker
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Section 238 of the Cayman Islands Companies Act (2023 Revision) (the Act) provides a mechanism by which shareholders can dissent from mergers and consolidations and have the fair value of their shares determined by the Grand Court of the Cayman Islands (the Court).

In this latest update in our series of section 238 roundups,1 we identify the key recent decisions and developments that have shaped the Cayman Islands appraisal landscape and look forward to what the future may hold for investors in this space.

Recent outcomes

FGL Holdings

In FGL Holdings2 the Court found for the first (and only) time, that fair value should be assessed solely by reference to the transaction/merger price. However, the facts of this case were unusual and did not bear many of the hallmarks typically seen in other section 238 proceedings. In particular, the nature of FGL's operations as a financial services business meant that it was not amenable to a traditional discounted

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