Shanda Games Ltd (Appellant) v Maso Capital Investments Ltd and others (Respondents) (Cayman Islands)
Case ID: JCPC 2018/0058
Jurisdiction: The Court of Appeal of the Cayman Islands
Shanda Games Ltd appeal on the issue of whether the requirement to award a fair rate of interest following a section 268 of the Companies Act (2016 Revision) determination requires the Court to award interest in accordance with the same principles on which the Court awards interest on an award of damages.
Maso Capital Investments Ltd and others appeal on the issue of whether or not the Court of Appeal was correct to hold that a minority discount was to be applied in the determination of the fair value of the shares pursuant to section 238 of the Companies Act (2016 Revision).
The facts concern two linked appeals.
A merger was approved between the Appellant and Capitalcorp Ltd at an EGM by the majority of the Appellant’s shareholders. Prior to the AGM the Respondents, who were shareholders in the Appellant, together with minority shareholders, gave written notice of objection to the merger pursuant to section 238(2) of the Companies Act (2016 Revision).
The Appellant filed a petition pursuant to section 238(9) which requires the Court to determine the fair value of the Respondents’ shares and fair rate of interest, if any, to be paid. The Appellant, presented a Petition to the Grand Court of the Cayman Islands ("the Grand Court").
In the Grand Court Segal J delivered judgment as to the fair value on 25 April 2017 and fair interest on 16 May 2017. Segal J handed down the order on 17 May 2017. The fair rate of interest awarded by Segal J at first instance was 4.295%, adopting a mid-point approach. He decided that no minority discount rate should be applied.
The Cayman Court of Appeal upheld the first instance decision and found that the learned judge did not err in principle in his approach to the assessment of fair rate of interest. The Cayman Court of Appeal accepted that the principles advanced by the Appellant represented the position in England when assessing interest on damages. However, the Court considered that these principles were not applicable to a section 238 determination. The Court held that to adopt the mid-point approach, as the judge had done, was a logical approach and was not in conflict with the Caymanian practice.
On 30 May 2017 and 31 May 2017 the Appellant and the Respondents respectively appealed against the Order. Both parties were granted final leave to appeal.
Shanda Games Ltd
- Maso Capital Investments Ltd
- Blackwell Partners LLC - Series A, Crown Managed Accounts SPC acting for and on behalf of Crown/Maso Segregated Portfolio
Lord Reed, Lord Wilson, Lord Briggs, Lady Arden, Lord Kitchin
Hearing start date
12 Mar 2019
Hearing finish date
12 Mar 2019
|12 Mar 2019||Morning session||Afternoon session|