Appraisal: Shareholder Remedy or Litigation Arbitrage?
基于2000-2014年大样本数据，研究评估救济（股东在并购中申请法院定价的权利）的近期趋势，发现其申请激增且转向对冲基金主导，既可能作为治理机制，也带来年均32.9%的超额回报，构成诉讼套利。
We present the first large-sample empirical study of the recent trends in the appraisal remedy—the right of shareholders of companies completing an eligible merger to petition the court for an improved price for their shares. Appraisal petitions have increased markedly over our sample from 2000 to 2014, and the composition of those bringing these suits has shifted from individual shareholders toward specialized hedge funds. Appraisal petitions are more likely to be filed against mergers with perceived conflicts of interest, including going-private deals, minority squeeze outs, and acquisitions with low premiums, which makes them a potentially important governance mechanism. Appraisals yield sizable excess returns to the petitioners, with an average annualized return of 32.9 percent, which suggests that appraisals also act as a litigation arbitrage. Finally, we explore the likely effects of two recent changes to the Delaware appraisal statute—regarding the minimum stake and interest payment—on the incentives to file appraisal petitions.