“Professor Kalansky provides his perspective on some of the specific advantages and disadvantages of the treatment of appraisal rights and valuing dissenters’ shares in Italy and Delaware. He then provides an analysis of the effectiveness of the Brazilian law’s treatment of dissenters’ rights and asks the question of whether the current Brazilian law is effective. He provides useful commentary and insight in answering that question. He specifically addresses Brazil’s present focus on book value, and asks whether the calculation of reimbursement value should be carried out in another way. In particular, he analyzes whether Brazil should adopt fair value as a mandatory criterion for calculating the value of dissenters’ shares, or whether corporations should have the flexibility of determining, for example in their bylaws, a method for valuing dissenters’ shares.”

Karen L. Valihura
Juíza da Suprema Corte de Delaware


“One of the greatest strengths of this book is the economic lens through which Daniel approaches the appraisal remedy. Rather than merely reiterate black-letter legal doctrine divorced from economic reality, Daniel makes a simple but profound point: the effectiveness of appraisal depends on its practical effect for minority shareholders.”

Joshua Mitts
Professor na Columbia Law School