3.3.3.2.1 Exit at fair value

Professor Siegel states that while literature on the appraisal remedy generally concurs that this remedy provides a cash exit, the requirement of fair value is ignored.1 She admits the validity of the historical liquidity function in the modern world, but points out as well that liquidity alone is not adequate to satisfy the needs of minority shareholders when they are involuntarily squeezed out by corporate transactions. Evidently, onder these circumstances, dissenting shareholders do not struggle to exit, but want to exit with the fair value of their shares. Facilitating the exit of dissenting shareholders at fair value is therefore a viable function of this remedy today and more light should be shed on the fair value requirement. I fully agree on this point. Although the liquidity function still plays a role in some situations, more often than not fair value is the only concern.