The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies

Simple item page
dc.contributor.advisorYeats, Jacquelineen_ZA
dc.contributor.authorKershoff, Marko Danielen_ZA
dc.date.accessioned2015-05-27T04:07:19Z
dc.date.available2015-05-27T04:07:19Z
dc.date.issued2014en_ZA
dc.descriptionIncludes bibliographical references.en_ZA
dc.description.abstractThe triangular merger structures provide an innovative and effective method for avoiding the voting and concomitant appraisal rights of a holding company’s shareholders. This is because, by incorporating and making use of a wholly owned subsidiary company to effect the proposed transaction, the holding company is deemed not to be a party to the amalgamation or merger agreement; even though the transaction is instigated and financed by it. Importantly, and as a result of the fact that the holding company is able to distance itself from the transaction, its shareholders are deprived of their voting and appraisal rights, thereby allowing said company to effectively avoid the usual cash drain resulting from the exercise of shareholder appraisal rights. It is argued that companies must not be allowed to make use of and exploit the separate legal personality of a shell subsidiary company solely to circumvent the rights of their shareholders. Failing specific legislative intervention to curtail this potential abuse, shareholders of the holding company ought to be able to successfully challenge the implementation of a triangular merger by (i) applying to court in terms of s 20(9) of the Act (the theory behind this being that the triangular merger structures propose the use of a separate legal entity as a device or stratagem to defeat their rights); and/or (ii) filing a complaint with the relevant statutory body citing the provisions of s 115(4) of the Act. In either case, and as an alternative submission, shareholders can also argue that such conduct falls within the parameters of the statutory oppression remedy.en_ZA
dc.identifier.apacitationKershoff, M. D. (2014). <i>The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies</i>. (Thesis). University of Cape Town ,Faculty of Law ,Department of Commercial Law. Retrieved from http://hdl.handle.net/11427/12900en_ZA
dc.identifier.chicagocitationKershoff, Marko Daniel. <i>"The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies."</i> Thesis., University of Cape Town ,Faculty of Law ,Department of Commercial Law, 2014. http://hdl.handle.net/11427/12900en_ZA
dc.identifier.citationKershoff, M. 2014. The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies. University of Cape Town.en_ZA
dc.identifier.ris TY - Thesis / Dissertation AU - Kershoff, Marko Daniel AB - The triangular merger structures provide an innovative and effective method for avoiding the voting and concomitant appraisal rights of a holding company’s shareholders. This is because, by incorporating and making use of a wholly owned subsidiary company to effect the proposed transaction, the holding company is deemed not to be a party to the amalgamation or merger agreement; even though the transaction is instigated and financed by it. Importantly, and as a result of the fact that the holding company is able to distance itself from the transaction, its shareholders are deprived of their voting and appraisal rights, thereby allowing said company to effectively avoid the usual cash drain resulting from the exercise of shareholder appraisal rights. It is argued that companies must not be allowed to make use of and exploit the separate legal personality of a shell subsidiary company solely to circumvent the rights of their shareholders. Failing specific legislative intervention to curtail this potential abuse, shareholders of the holding company ought to be able to successfully challenge the implementation of a triangular merger by (i) applying to court in terms of s 20(9) of the Act (the theory behind this being that the triangular merger structures propose the use of a separate legal entity as a device or stratagem to defeat their rights); and/or (ii) filing a complaint with the relevant statutory body citing the provisions of s 115(4) of the Act. In either case, and as an alternative submission, shareholders can also argue that such conduct falls within the parameters of the statutory oppression remedy. DA - 2014 DB - OpenUCT DP - University of Cape Town LK - https://open.uct.ac.za PB - University of Cape Town PY - 2014 T1 - The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies TI - The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies UR - http://hdl.handle.net/11427/12900 ER - en_ZA
dc.identifier.urihttp://hdl.handle.net/11427/12900
dc.identifier.vancouvercitationKershoff MD. The triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remedies. [Thesis]. University of Cape Town ,Faculty of Law ,Department of Commercial Law, 2014 [cited yyyy month dd]. Available from: http://hdl.handle.net/11427/12900en_ZA
dc.language.isoengen_ZA
dc.publisher.departmentDepartment of Commercial Lawen_ZA
dc.publisher.facultyFaculty of Lawen_ZA
dc.publisher.institutionUniversity of Cape Town
dc.subject.otherCommercial Lawen_ZA
dc.titleThe triangular merger structures: the use of the forward and reverse triangular merger structures to circumvent the voting and appraisal rights of minority shareholders and potential shareholder remediesen_ZA
dc.typeMaster Thesis
dc.type.qualificationlevelMasters
dc.type.qualificationnameLLMen_ZA
uct.type.filetypeText
uct.type.filetypeImage
uct.type.publicationResearchen_ZA
uct.type.resourceThesisen_ZA
Files
Original bundle
Now showing 1 - 1 of 1
Thumbnail Image
Name:
thesis_law_2014_kershoff_m.pdf
Size:
357.37 KB
Format:
Adobe Portable Document Format
Description:
Download
Collections
Masters