What Mechanism Can Shareholders Use To Appraise Their Shares in a Corporation That Is a Party to a Merger or Consolidation?

Section 262 of the DGCL provides appraisal rights to the holders of record of shares of any corporation that is a party to a merger or consolidation, subject to specified exceptions and to compliance with specified procedural requirements.

What Are Some of the Requirements To Making a Request for Appraisal of Shares Pursuant to Section 262 of the DGCL?

  • Shareholder must have continuous record ownership of the relevant shares from the date of the demand for appraisal through the effective date of the merger.
  • Shareholder must not vote in favor of the merger or consent to it in writing.
  • Shareholder must make delivery of a written demand for appraisal prior to the taking of the stockholder vote on the merger.
  • Shareholder must file a petition with the Delaware Court of Chancery within 120 days after the effective date of the merger.

If you would like to speak to a litigator in Fox Rothschild’s Delaware office, please reach out to Sid Liebesman (302) 622-4237 or Seth Niederman (302) 622-4238.