This blog post originally appeared in Norton Rose Fulbright’s M&A blog.

Under Delaware law and most Canadian corporate statutes, a shareholder who votes against a fundamental transaction—such as a going-private transaction or a sale of all or substantially all of the corporation’s assets—is entitled to object to the consideration offered and in turn require payment of the “fair value” of his, her or its shares as appraised by court. Where an investor concludes that there is a significant gap between the price of a M&A transaction and the fair value of the shares, the threat of the exercise of … Continue Reading