Which of the Following Was a Finding of the Court

question 50

Multiple Choice

Which of the following was a finding of the court in Shiftan v.Morgan Joseph Holdings Inc.,the case in the text involving stock appraisal rights following a merger?

• A) That standard rules of contract interpretation do not apply to the interpretation of certificates of incorporation.
• B) That the rule of contra proferentem, meaning that contracts are construed in accordance with standard criteria for contract interpretation, is applied when interpreting certificates of incorporation.
• C) That parol evidence, while often available, is inadmissible when interpreting certificates of incorporation.
• D) That an appraisal proceeding takes into account and considers any relevant element of value arising from the accomplishment or expectation of a merger or consolidation.
• E) That in valuing the stock at issue, the fact that the stock would have been entitled to a mandatory redemption a few months after the merger was irrelevant.

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Definitions:

Noncontrolling Interest

A minority stake in a company, where the stake does not afford the investor enough influence to dictate corporate policy.

Fair Value

An estimate of the market value of an asset or liability based on current conditions and transactions.

Fair Value

An estimate of the price at which an asset or liability would be traded in a fair transaction between willing and knowledgeable participants.