Research Handbook on Representative Shareholder Litigation
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Research Handbook on Representative Shareholder Litigation

Edited by Sean Griffith, Jessica Erickson, David H. Webber and Verity Winship

Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
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Chapter 16: Appraisal as representative litigation

Minor Myers

Abstract

This chapter examines the ways in which appraisal is a form of representative litigation. The author explains that, although appraisal claims cannot be brought as class actions, they are nonetheless a form of collective action. The outcome of an appraisal proceeding binds all dissenting stockholders, not just those who have filed a petition in court, and petitioning stockholders can recover their expenses pro rata from other members of the dissenting group. The representative nature of these suits gives rise to legal questions about control of claims, sharing of expenses, settlement rights, and notice obligations to other dissenters that are familiar but distinct from the class action context. This chapter explores these questions by analyzing the dynamics of an appraisal claim through its life cycle, from the initial decision to dissent to the sharing of expenses following a trial judgment.

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