4.3.4 Summary

This section does not intend to explore appraisal rights in the UK deeply but only offers a brief overview of the rights and shows how more limited their scope is than in the USA. Only one appraisal trigger is available onder insolvency law. As we can see, unlike the practice in the United States, where it is currently common to grant appraisal rights in connection with mergers, sales of substantially all assets of the corporation, and charter amendments that materially affect the rights of the dissenting shareholder, the British are reluctant to adopt appraisal rights on a widespread basis. Instead of automatie exit rights, majority decisions on those aspects do not per se generate exit rights for the minorities. The only possibility for relief in the UK is to file petitions with the court and try to prove that the majority has infringed some rules laid down by law or standards established by case law. This, of course, does not mean that no such technique is available in the US for petitions relating to mergers, sales of substantially all assets of the corporation, and material charter amendments. Shareholders there can avail themselves of the advantages of the appraisal remedy subject to their needs.1 Some scholars have suggested introducing American style `appraisal rights' in the UK, but so far this suggestion has not been followed.2 One of the reasons may be that s. 994, the unfair prejudice remedy, is too deeply rooted and overpopular where minority shareholders in the UK use this remedy extensively to challenge the majority's behaviour and decisions. This remedy is the main focus of this chapter and will be explored in detail in the next section.