Shanda was only the second contested fair value petition to reach trial. Until the release of the judgment in Shanda, the only case which had considered how the valuation process was required to be undertaken pursuant to Section 238 was that of the Honourable Justice Jones QC in In the Matter of Integra Group (unreported, 28 August 2015) (“Integra”). In that case, and in the absence of an express definition of “fair value” in the Law, Jones J relied on case law originating in Canada and Delaware to determine that the concept of fair value was the value to the shareholder of his proportionate share (without any minority discount or increase in value as a result of the power of compulsory acquisition) of the business as a going concern without taking into account any enhancement in value (or reduction in value) as a result of the merger. Click here for more.
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