In Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd and 80 others [2025] UKPC 33, the Board provided authoritative guidance on the scope of shareholder appraisal rights under section 106 of the Bermuda Companies Act 1981 in the context of company amalgamations or mergers.
The Board held that the statutory scheme under s. 106 of the Companies Act 1981 does not support limiting appraisal rights to shareholders registered at the date of the notice of the amalgamation meeting. Instead, the right to seek a fair value appraisal from the Bermuda Supreme Court is available to any shareholder registered at the date of the meeting who did not vote in favour of the amalgamation and is dissatisfied with the value offered for their shares.
The Board also rejected the argument that the timing or motivation of shareholders, in particular those engaged in merger arbitrage, could be used to bar shareholders from exercising their statutory rights as an abuse of process, or are factors relevant to determining fair value. The Privy Council expressly noted that this approach is consistent with the position adopted in the Cayman Islands and other jurisdictions.
Delroy Duncan KC and Ryan Hawthorne act for a number of dissenting shareholders in the proceedings, in conjunction with Campbells.
Source: Standing Room Only: Privy Council upholds appraisal rights for “short-term” shareholders – Campbells
