3.4.6.2 Triggering events

Since the appraisal remedy is rule-based, it has an exclusive list of triggering events, the approach to which provides an expedient solution to dissention among shareholders, without the necessity for the judiciary to decide whether it is a justifiable occasion to grant relief; the only litigable part is fair value of the shares.1 Claims of unfair dealing and breach of fiduciary duties are excluded in the context of a statutory appraisa1.2 In contrast, the term "oppression" has no definite scope. Its interpretation is ever changing. Although in an oppression case, judging the merits of the case may proloog the litigation process, a broad and flexible litigable scope can better cope with the frictions and causes of disputes resulting from human nature. In this case, it is understandable that the litigable situations of the oppression remedy cannot be enumerated in legislation. Sometimes the scope of these two remedies can overlap, for example when a merger or a major change is motivated by an oppressive intention.

To some extent, an appraisal action is easier for shareholders to bring, since the plaintiff only needs to establish his or her claim as a bone fide dissenting shareholder and need not show that the board or a controlling shareholder has breached a fiduciary duty.3 In contrast, in an oppression action where an award of damages is sought, the first step of the suit is to establish the wrongdoing.4