The Case for Iterative Statutory Reform: Appraisal and the Model Act
Robert B. Thompson
Georgetown University Law Center
November 3, 2010
Georgetown Law and Economics Research Paper No. 10-20
Georgetown Public Law Research Paper No. 10-65
Appraisal statutes providing minority shareholders a judicially-determined value for their shares may be the Model Business Corporation Act’s most distinctive and creative corporate law product. This article, part of a discussion marking the MBCA’s 60th anniversary, traces the somewhat tortured development of appraisal statutes from their traditional focus on providing dissenting shareholders liquidity in a broad variety of transactions to one focused on conflicted transactions initiated by majority shareholders. The historical liquidity function for appraisal, dating from the turn of the 20th century, simply no longer exists. Delaware, the other primary source for corporate statutes in the United States, continues to have an appraisal statute rooted in this now obsolete context; updating has been left mostly to the courts within ill-fitting statutory language. It took the Model Act drafters several iterations over a long period of years to fully transform their statute, but the result is a more coherent approach and an illustration of the relative advantages that can come from an iterative approach to statutory revision.
Number of Pages in PDF File: 17
Keywords: appraisal, mergers, shareholder rights
JEL Classification: K00, K20, K22
Date posted: November 4, 2010
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