Einde inhoudsopgave
Exit remedies for minority shareholders in close companies (IVOR nr. 82) 2011/3.3.6.3
3.3.6.3 Interest
dr. Q. Wang, datum 02-05-2011
- Datum
02-05-2011
- Auteur
dr. Q. Wang
- JCDI
JCDI:ADS408532:1
- Vakgebied(en)
Ondernemingsrecht (V)
Voetnoten
Voetnoten
The RMBCA 13.01 (5). 'Interest' means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.
Ibid.
Delaware Corporate Statute, Section 262 (i).
ALI 7.23 (e), interest on the amount awarded by the court should be paid at the time of the payment of the award and should be computed from the time the relevant transaction is consummated at an appropriate market rate for the corporation. The Principles further suggest that the appropriate interest rate should be that of the corporation's short-term bank debt at the time of the judgement. A long-term debt cannot properly reflect the risks involved in the corporation's business.
The rate of interest and the way it is calculated can make a significant difference for the amount received by shareholders, especially when appraisal cases last for a long period. The RMBCA, the Delaware corporate statute and the Principles all provide that interests must be calculated from the effective date of the corporate action until the date of payment, but there is no consensus on the interest rate.1 The RMBCA give those rights to state statutes.2 The Delaware statute grants equitable power to courts in this matter: "Interest may be simple or compound, as the Court may direct".3 The principles suggest that the interest rate is computed at an appropriate rate of short-term bank debt for the corporation.4 The result is therefore hard to predict in every case.