From IOC's last PR, it appears that they are trying to go forward with the same deal with Exxon. IOC will have to have a new vote if the Appellate Court has stated [as Phil has noted] that the shareholders did not have adequate information to make an informed vote. If IOC now moves to have a new fairness opinion and then a new meeting date and vote, there are only 3 ways to stop that deal from going through.
1. Phil [or some other group of shareholders with over 5% of shares] calls for a Special Meeting to remove the BOD. IOC will undoubtedly balk at this request, forcing Phil [or whoever] to return to the Yukon Supreme Court for a court order allowing such a special meeting. [Recall that Phill had to do that to get his propsed resolutions on the ballot for the AGM in June]. At such Special meeting, Phil will need to marshall a LOT of votes to remove the current BOD, most particularly, as CAC has noted, he will need some of the institutional investors on board. With this current Appellate Court decision overturning the Exxon deal, in part due to failed corporate goverance, Phil may be able to do so.
2. Without a Special Meeting, there is nothing to stop IOC from going forward with a new independent fairness opinion. If such fairness opinion concludes that the deal is fair, we are again at square one. Phil would have to return to the Yukon Supreme Court to argue that the new fairness opinion is again inadequate to inform shareholders of the actual value of the IOC assets. In this scenario, IOC has a better chance to prevail, as they will undoubtedly use analysts that are paid a flat fee and who will provide much more detail, but still likely conclude that the deal is fair under current market circumstances. There is no requirement that the IOC sale of its shares be for 'net asset value'. That argument will only apply in a dissent situation. As long a an independent fairness opinion provides sufficient detail to inform shareholders of the fairness of the deal, IOC can likely go forward with a shareholder vote. Of course, Phil could again appeal any Yukon Supreme Court decision that approves the new fairness opinion, but most of his arguments will be countered by IOC's ability to get a satisfactory and independent fairness opinion.
3. Should a fairness opinion be approved by the IOC BOD and, perhaps, the Yukon Supreme and possibly Appeals Court, the deal will go back to a shareholder vote. As CAC has noted, the only way to stop this vote is for a few institutional investors to be on board with a NO vote. Recall that NO votes only need to reach a 33.34% threshold to stop this deal.
The only way another scenario would apply would be if Exxon decides to up the deal, perhaps by removing the 10 tcfe cap. This would be the easiest and least painful route for Exxon, as Exxon will still get paid by Total for any gas over the 10 tcfe cap, thus not requiring any additional cash or shares from Exxon to IOC shareholders. This would also remove at least one of Phil's [and SHU's] main objections to the deal. I would not hold my breath on this, however. Such a move by Exxon, would, however, make it more difficult to find institutional investors willing to vote NO.
One additional note: If the written opinion of the Appeals Court provides that this deal is null, then the dissent votes are also null. This is most likely the case as the Court will have likely based its opinion, in part, on the inadequacy of the fairness opinion in providing sufficient information to shareholders to make an informed vote. A ruling to that effect will require a new fairness opinion AND a new vote, which would require a new time period for dissenting votes. Those who did not dissent from the initial vote will, I believe, have another chance to do so in the next vote.