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Appraisal: Shareholder Remedy or Litigation Arbitrage?

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Listed:
  • Wei Jiang
  • Tao Li
  • Danqing Mei
  • Randall Thomas

Abstract

We present the first large-sample empirical study of the recent trends in the appraisal remedy--the right of shareholders of companies completing an eligible merger to petition the court for an improved price for their shares. Appraisal petitions have increased markedly over our sample from 2000 to 2014, and the composition of those bringing these suits has shifted from individual shareholders toward specialized hedge funds. Appraisal petitions are more likely to be filed against mergers with perceived conflicts of interest, including going-private deals, minority squeeze outs, and acquisitions with low premiums, which makes them a potentially important governance mechanism. Appraisals yield sizable excess returns to the petitioners, with an average annualized return of 32.9 percent, which suggests that appraisals also act as a litigation arbitrage. Finally, we explore the likely effects of two recent changes to the Delaware appraisal statute--regarding the minimum stake and interest payment--on the incentives to file appraisal petitions.

Suggested Citation

  • Wei Jiang & Tao Li & Danqing Mei & Randall Thomas, 2016. "Appraisal: Shareholder Remedy or Litigation Arbitrage?," Journal of Law and Economics, University of Chicago Press, vol. 59(3), pages 697-729.
    • Handle: RePEc:ucp:jlawec:doi:10.1086/689578
    DOI: 10.1086/689578
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    References listed on IDEAS

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    1. Hsieh, Jim & Walkling, Ralph A., 2005. "Determinants and implications of arbitrage holdings in acquisitions," Journal of Financial Economics, Elsevier, vol. 77(3), pages 605-648, September.
    2. Kisgen, Darren J. & QJ Qian, Jun & Song, Weihong, 2009. "Are fairness opinions fair? The case of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 91(2), pages 179-207, February.
    3. Bates, Thomas W. & Lemmon, Michael L. & Linck, James S., 2006. "Shareholder wealth effects and bid negotiation in freeze-out deals: Are minority shareholders left out in the cold?," Journal of Financial Economics, Elsevier, vol. 81(3), pages 681-708, September.
    4. Alon Brav & Wei Jiang & Frank Partnoy & Randall Thomas, 2008. "Hedge Fund Activism, Corporate Governance, and Firm Performance," Journal of Finance, American Finance Association, vol. 63(4), pages 1729-1775, August.
    5. repec:bla:jfinan:v:59:y:2004:i:3:p:1325-1344 is not listed on IDEAS
    6. DeAngelo, Harry & DeAngelo, Linda & Rice, Edward M, 1984. "Going Private: Minority Freezeouts and Stockholder Wealth," Journal of Law and Economics, University of Chicago Press, vol. 27(2), pages 367-401, October.
    7. Beau Grant Barnes & Nancy L. Harp & Derek Oler, 2014. "Evaluating the SDC Mergers and Acquisitions Database," The Financial Review, Eastern Finance Association, vol. 49(4), pages 793-822, November.
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    Cited by:

    1. Harford, Jarrad & Stanfield, Jared & Zhang, Feng, 2019. "Do insiders time management buyouts and freezeouts to buy undervalued targets?," Journal of Financial Economics, Elsevier, vol. 131(1), pages 206-231.
    2. Xiao, Zhijie & Xu, Lan, 2019. "What do mean impacts miss? Distributional effects of corporate diversification," Journal of Econometrics, Elsevier, vol. 213(1), pages 92-120.
    3. Kalodimos, Jonathan & Lundberg, Clark, 2017. "Shareholder rights in mergers and acquisitions: Are appraisal rights being abused?," Finance Research Letters, Elsevier, vol. 22(C), pages 53-57.

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