Changyou.com Ltd (Appellant) v Fourworld Global Opportunities Fund Ltd and 7 others (Respondents) (Cayman Islands)

Changyou.com Ltd (Appellant) v Fourworld Global Opportunities Fund Ltd and 7 others (Respondents) (Cayman Islands)

Section 238 of the Companies Act must be read and construed, pursuant to section 5 of the Constitution Order, to confer appraisal rights on dissenting shareholders in short-form mergers, with procedural adaptations to ensure compliance with the Bill of Rights; the respondents are entitled to payment of fair value for their shares and have taken appropriate steps to dissent.

Citation
[2025] UKPC 12
Parties
Appellant: Changyou.com Ltd; Respondents: Fourworld Global Opportunities Fund Ltd and 7 others
Jurisdiction
United Kingdom
Judgment Date
11 March 2025
Procedural Posture
Appeal / Final Judgment by Privy Council
Outcome
Appeal dismissed
Legal Topics
Appraisal Rights, Short Form Mergers, Statutory Interpretation, Shareholder Rights, Bill of Rights Compliance
Company Law Constitutional Law Appraisal Rights Short Form Mergers Statutory Interpretation Shareholder Rights Bill of Rights Compliance

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 14 Party arguments 2 Amounts and remedies 6
Sign in to unlock

Parties

Changyou.com Ltd

Appellant

Fourworld Global Opportunities Fund Ltd and 7 others

Respondents

Procedural Posture

Appeal / Final Judgment by Privy Council

Legal Issues

  1. 1 Whether shareholders in a short-form merger under Cayman Islands Companies Act are entitled to appraisal rights
  2. 2 Whether section 238 of the Companies Act applies to short-form mergers
  3. 3 Whether the Companies Act complies with section 15 of the Bill of Rights regarding property rights

Ratio Decidendi

Section 238 of the Companies Act must be read and construed, pursuant to section 5 of the Constitution Order, to confer appraisal rights on dissenting shareholders in short-form mergers, with procedural adaptations to ensure compliance with the Bill of Rights; the respondents are entitled to payment of fair value for their shares and have taken appropriate steps to dissent.

Court Disposition

Appeal dismissed

Orders

  • Respondents entitled to appraisal rights in short-form merger
  • Section 238 to be read and construed with modifications to allow procedural compliance for short-form mergers