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Article
Fair Value and Fair Price in Corporate Acquisitions
Law Faculty Scholarly Articles
  • Rutheford B Campbell, Jr., University of Kentucky College of Law
Abstract

In statutory corporate acquisitions, dissenters' rights entitle shareholders of acquired corporations to obtain a "fair value" for their consideration, while common-law fiduciary duties ensure that such shareholders receive a "fair price" in the transaction. Courts, however, have had difficulty defining and measuring fair value and fair price, leaving this area of the law in disarray. This Article reviews the current framework of appraisal rights and fiduciary duties and proposes refined definitions of fair value and fair price that are based on attractive moral and economic values widely shared by society. The proposal respects the expectations of shareholders and provides guidance for the proper measure of valuations in acquisitions.

Document Type
Article
Publication Date
11-1-1999
Notes/Citation Information

The North Carolina Law Review, Vol. 78, No. 1 (November 1999), pp. 101-152

Citation Information
Rutheford Campbell, Jr., Fair Value and Fair Price in Corporate Acquisitions, 78 N.C. L. Rev. 101 (1999).