A stockholder who dissents and follows statutory procedures may petition for appraisal of fair value excluding any element of value arising from the merger itself. Perfection requires strict compliance with notice and holding requirements.
The market price is evidence but not conclusive.
Alternative Names:
Dissenters' Rights|Statutory Appraisal
Why it Matters?
Perfection requirements are strictly enforced, requiring the dissenter to refrain from voting for the merger, deliver written demand before the vote, and continuously hold through the effective date, and any misstep forfeits the right. Delaware decisions have increasingly credited deal price as fair value where the process was robust, which reduced appraisal arbitrage. Interest accrues on the award from the effective date, which affects the economics of pursuing appraisal.
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Frequently asked questions
What does perfection require?
How do courts determine fair value?
