Maso Capital Investments Ltd and another v Trina Solar Ltd (Cayman Islands)

For fair value under the Companies Act (2016 revision), the court may consider transaction price, market price, comparable-company valuation and discounted cash flow valuation. None has priority. Each measure must be assessed for its individual strengths, weaknesses and uncertainties, and comparatively against the alternatives. Reliability is qualitative rather than binary, so a measure may receive some weight despite uncertainty. Delaware factor lists are useful guides, not threshold checklists. An appellate court must respect a trial judge’s fact-sensitive evaluation of evidence and uncertainty, intervening only for identifiable error or a conclusion outside the range of reasonable disagreement.

Maso Capital Investments Ltd and another v Trina Solar Ltd concerned the fair value payable to dissenting shareholders following a merger under section 238 of the Companies Act (2016 revision). Segal J in the Grand Court valued the shares at US$11.75 per ADS by weighting the merger price, market price and discounted cash flow valuation.

The Court of Appeal removed the weighting attributed to the merger price, transferred it to the discounted cash flow valuation, and adjusted projected module prices and capacity factors. The Company appealed to the Privy Council on five grounds. The central issues were the proper approach to valuation methodologies and the limits of appellate intervention in fact-sensitive and evaluative assessments.

Appeal allowed. Sir Andrew Popplewell gave the judgment of the Board.

1. Fair value. Under section 238 of the Companies Act (2016 revision), fair value is the value of the dissenter’s share in the company as a going concern, discounted for the minority interest. It is not necessarily the market price or the merger price.
2. Valuation methodologies. Transaction price, market price, comparable-company valuation and discounted cash flow valuation are permissible measures. There is no hierarchy or presumption between them. Each measure must be assessed individually and comparatively. Reliability is a qualitative, sliding-scale concept. A court may give more than 50% weight to one measure if it is less unreliable than another, even if neither is wholly reliable.
3. Market-process factors. The factors identified in the Delaware authorities are useful guides to reliability, but are not checklists or threshold requirements. Deficiencies in a market check do not automatically prevent reliance on a transaction price. Their significance must be assessed with the other evidence and the reliability of competing methodologies.
4. Appellate restraint. An appellate court must not interfere with findings of fact or evaluative assessments unless there is an identifiable error or the decision is plainly wrong, meaning that no reasonable judge could have reached it. The trial judge’s immersion in the evidence, including oral and expert evidence, gives the trial court a significant evaluative advantage. The appellate court must not substitute its own assessment merely because it would have reached a different conclusion.
5. Ground 1. The Court of Appeal impermissibly substituted its own assessment concerning the merger price. It treated the 13% cost-of-debt input in isolation, elevated a robust market check towards a threshold requirement, failed to give proper weight to countervailing factors, and treated reliability as binary. The Judge was entitled to give the merger price a 45% weighting.
6. Ground 4. Forecasting module selling prices was an estimation exercise involving uncertainty and a range of reasonable figures, not a calculation capable of producing one objectively correct answer. Management projections were a proper starting point because the Company knew its own business. The Court of Appeal was not entitled to replace the Judge’s assessment with adjusted figures based on the expert evidence.
7. Ground 5. Although the Judge considered the 13.7% capacity factor probably below a reasonable forecast, the evidence did not establish a reliable alternative. The Court of Appeal’s replacement figures lacked a reasoned evidential basis and failed to account for tracker costs. It was not entitled to interfere.
8. Grounds 2 and 3 did not arise. The Board advised His Majesty to allow the appeal on Grounds 1, 4 and 5, restoring the fair-value assessment of US$11.75 per ADS made by the Grand Court.

• Privy Council — In [2025] UKPC 48, allowed the Company’s appeal on Grounds 1, 4 and 5 and restored the Grand Court’s fair-value assessment.
• Court of Appeal of the Cayman Islands — Allowed the dissenting shareholders’ appeal, removed the merger-price weighting, transferred that weighting to the discounted cash flow valuation, and adjusted the projected module prices and capacity factors.
• Grand Court of the Cayman Islands — Segal J determined fair value at US$11.75 per ADS, applying weightings of 45% to the merger price, 30% to the market price and 25% to the discounted cash flow valuation.