Cayman Court Makes First Fair Value Determination In Merger Dispute

The Cayman Islands legislature introduced the statutory merger and consolidation regime which is now found in Part XVI of the Companies Law (2013 Revision) in May 2009. Since then, the regime has been widely used to effect mergers and consolidations, but until very recently the disputes which had arisen between shareholders dissenting from the merger or consolidation and the companies involved as to the fair value of the dissenters' shares had all been settled out of Court.

The reluctance to proceed to trial was perhaps, in part, due to uncertainty as to how the Cayman Court would approach the task of determining the fair value of the dissenters' shares, if it was called upon to do so. Much of this uncertainty has been removed by the recent judgment of the Cayman Islands Grand Court in In the matter of Integra Group (Jones J, 28 August 2015). The Court in Integra accepted, quoting from an article entitled Dissenting Shareholders' Appraisal Rights in Cayman