8 Del. Code Ann. § 262

Section 262 requires dissenting shares to be appraised as part of a going concern, without giving asset value undue weight.

Heller v. Munsingwear, Inc. · filed 1953-07-23

Since going concern value is the test, it would seem to me that the placing of an undue emphasis on asset value would be to treat the matter, by indirection, as a liquidation. This, of course, is not permissible under our appraisal statute as construed by our courts.

Section 262 requires shares in an appraisal proceeding to be valued on a going concern basis.

Universal City Studios, Inc. v. Francis I. duPont & Co. · filed 1975-01-20

It is well settled that in an appraisal proceeding under 8 Del.C. § 262, the shares must be valued on a going concern basis.

Section 262(b) requires a market price used in an appraisal to be uninfluenced by the merger; the last trading day before its announcement may provide that price.

Levin v. Midland-Ross Corporation · filed 1963-08-30(b)

The appraiser found that an active market for shares of Industrial Rayon had existed during the year prior to April 28, 1961, the effective date of the merger, and assigned to petitioners' stock a market value of $18.69 per share, the mean market price on the day the merger was announced, a price which he necessarily found to be uninfluenced by the merger, as the statute requires, 8 Del.C. § 262(b). ... The appraiser quite properly accepted the views of respondent's expert that the average of prices on the last trading day preceding the announcement of the merger reflected a fair market price and constituted compliance with the statute.

Section 262 values dissenting shares at their intrinsic value as part of a going concern, considering assets, market price, earnings, and dividends.

Application of Delaware Racing Association · filed 1965-01-20(f)

I conclude that there is no doubt but that not only the provisions of § 262 but the cases decided thereunder must be considered in determining objectants' rights. ... The sum of $2,321.30 is found to be the intrinsic value of shares of stock of Delaware Steeplechase and Race Association as of the date of merger, and on notice an order in conformity with the above may be submitted.

Section 262 uses the fair market value of corporate assets as one factor in valuing stock on a going-concern basis.

Poole v. N. v. Deli Maatschappij · filed 1968-05-27

We are satisfied that fair market value, so well formulated in the law of eminent domain, furnishes a more concrete and workable rule for appraisers, lawyers, and judges. Any allowance for earning power of the assets or value of the business, deemed necessary under the circumstances of a given case, is best left to the court’s consideration of earnings as an independent element of stock value and to the court’s exercise of the weighting function.

Section 262(e) gives an appraiser broad latitude to obtain and consider corporate information when valuing shares.

Gibbons v. Schenley Industries, Inc. · filed 1975-05-16(e)

However, 8 Del.C. § 262(e) gives the appraiser great latitude in seeking data to aid him in the valuation process. ... I conclude that the appraiser, in reaching his determination as to value, properly took into account Schen-ley’s answers to interrogatories as to asset value.

Section 262(h) requires an appraisal to include known, nonspeculative value created by a majority acquirer’s actions before the merger date.

Cede & Co. v. Technicolor, Inc. · filed 1996-10-21(h)

That narrow exclusion does not encompass known elements of value, including those which exist on the date of the merger because of a majority acquiror’s interim action in a two-step cash-out transaction.

Section 262(h) requires a holding company’s fair value to account for its controlling interests in subsidiaries.

M.G. Bancorporation, Inc. v. Le Beau · filed 1999-05-27(h)

Therefore, any holding company’s ownership of a controlling interest in a subsidiary at the time of the merger is an “operative reality” and an independent element of value that must be taken into account in determining a fair value for the parent company’s stock.

Section 262 appraisal assumes a valid merger and accounts for a preferred-share liquidation preference when determining the fair value of common shares.

Borghetti v. System & Computer Tech, Inc. · filed 2008-11-07

Because an appraisal action assumes the validity of the merger and the proceeds from any merger must satisfy the liquidation preference first, Borghetti cannot rely on any valuation of his shares that does not take into account the liquidation preference.

Section 262(h) allows the court to weigh discounted cash flow, comparable company, and transaction price evidence to determine fair value.

In Re: Appraisal of DFC Global Corp · filed 2016-07-08(h)

Weighing at one-third each the discounted cash flow valuation of $13.07 per share, the multiples-based valuation of $8.07 per share, and the transaction price of $9.50 per share, I conclude that the fair value of DFC at the time of the Transaction was $10.21 per share.

Section 262(h) allows the court to weigh relevant valuation methods without a rigid hierarchy or fixed formula.

Merion Capital L.P. v. Lender Processing Services, Inc. · filed 2016-12-16(h)

Delaware law does not have a rigid hierarchy of valuation methodologies, nor does it have a settled formula for weighting them.

Section 262(h) permits the court to consider unaffected market price when determining fair value.

Fir Tree Value Master Fund v. Jarden Corp · filed 2020-07-09(h)

The Court of Chancery recognized correctly, however, neither Aruba nor our other recent appraisal decisions ruled out using any recognized valuation methods to support fair value.

Section 262(h) permits the value of derivative claims held by a corporation at the merger to be included in its fair value appraisal.

In re Happy Child World, Inc. · filed 2020-09-29(h)

While it might be possible to adjudicate the parties’ competing derivative claims post-merger outside of the appraisal process, and to fashion a remedy for proven claims as a matter of equity, I have elected instead to value the derivative claims, all of which were possessed by HCW at the time of the Merger, and then incorporate those values into my final fair value appraisal.

Section 262(h) requires the court to determine a stockholder’s fair value without value arising from the merger.

GLOBAL GT LP v. Golden Telecom, Inc. · filed 2010-04-23(h)

Under 8 Del. C. § 262(h), this court must, upon finding that a stockholder is entitled to an appraisal, “determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value.”

Section 262(h) requires the court to determine fair value by considering all relevant factors.

In re Appraisal of Ancestry.Com, Inc. · filed 2015-01-30(h)

Here, therefore, I must independently review those factors to determine ―fair value,‖ the price per share to which the Petitioners are entitled.

Section 262 requires the court to determine fair value independently, without presumptively favoring any valuation method.

Merlin Partners LP and AAMAF, LP v. AutoInfo, Inc. · filed 2015-04-30(h)

To discharge its statutory responsibility, the Court independently evaluates the evidence concerning fair value and does not presumptively defer to any particular valuation metric.

Section 262(h) requires the court to determine fair value, and the corporation bears the burden of showing that the merger price is the best evidence of that value.

In Re: Appraisal of Dell Inc. · filed 2016-05-31(h)

The respondent corporation still may be able to establish that the merger price is the best evidence of fair value—and it often will be—but the corporation must carry its burden on that point.

Section 262(h) requires the court to determine fair value using all relevant factors supported by the trial evidence.

In Re Appraisal of PetSmart, Inc. · filed 2017-05-26(h)

The court’s determination of “fair value,” while based on “all relevant factors,” must still be tethered to the evidence presented at trial.

Section 262 entitles common stockholders to a proportionate share of fair value on an as-converted basis when the preferred stockholders’ charter rights give them a merger vote but no liquidation preference in a merger.

In re Appraisal of Goodcents Holdings, Inc. · filed 2017-06-07

But I have held that the Certificate of Incorporation provides the Preferred Stockholders with only a voting right in the case of a merger. As such, Petitioners are entitled to their ... proportionate share of the fair value of GoodCents considering the Preferred Stock on an as-converted basis.

Section 262(h) requires the court to determine a point estimate of fair value in dollars and cents.

ACP Master, Ltd. v. Sprint Corporation & ACP Master, Ltd. v. Clearwire Corporation · filed 2017-07-21(h)

The two standards differ, ... however, in that the appraisal statute requires that the court determine a point estimate for fair value measured in dollars and cents.

Section 262(h) gives the Court of Chancery broad discretion to determine fair value using all relevant factors, without a presumption in favor of the merger price.

DFC Global Corporation v. Muirfield Value Partners, L.P. · filed 2017-08-01(h)

As Golden Telecom found, § 262(h) gives broad discretion to the Court of Chancery to determine the fair value of the company’s shares, considering “all relevant factors.”

Section 262(h) requires the court to determine a dollar-and-cent point estimate of fair value in an appraisal.

ACP Master, Ltd. v. Sprint Corporation & ACP Master, Ltd. v. Clearwire Corporation · filed 2017-08-08(h)

The two standards differ, ... however, in that the appraisal statute requires that the court determine a point estimate for fair value measured in dollars and cents.

Section 262(h) requires the Court of Chancery to consider all relevant valuation evidence when determining fair value.

Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. · filed 2017-12-14(h)

The appraisal statute requires the Court of Chancery to assess the “fair value” of such shares and, in doing so, “take into account all relevant factors.”

Section 262(h) requires the Court of Chancery to make its own independent determination of fair value.

Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. · filed 2018-05-21(h)

I ultimately found persuasive the authorities which require this court to make its own, independent valuation determination.

Section 262(h) requires the court to determine fair value as a point estimate in dollars and cents.

Basho Technologies Holdco B, LLC v. Georgetown Basho Investors, LLC · filed 2018-07-06(h)

in that the appraisal statute requires that the court determine a point estimate for fair value measured in dollars and cents.

Section 262(h) requires the court to consider all relevant factors and weigh them using credible evidence and accepted financial principles when determining fair value.

Blueblade Capital Opportunities LLC and Blueblade Capital Opportunities CI LLC v. Norcraft Companies, Inc. · filed 2018-07-27(h)

Taking to heart the mandate of Section 262(h), as reiterated by our Supreme Court, I have carefully considered all relevant factors. And 1 have assigned those factors the weight (or not) 1 determined they deserve based on my evaluation of the credible evidence, and my application of “accepted financial principles” as derived from that evidence.

Section 262(h) requires the Court of Chancery to determine fair value even if the parties offer no credible expert valuation.

In re Appraisal of Dole Food Company, Inc. · filed 2014-12-09(h)

If the parties to an appraisal do not retain experts, or if their experts prove not to be credible, then, by statute, this court is obligated to determine the fair value of the subject corporation‘s shares. 8 Del. C. § 262(h) (―the Court shall determine the fair value of the shares‖).

Section 262(h) requires the court to determine the fair value of dissenting shares by considering all relevant factors.

In re: Appraisal of Jarden Corporation · filed 2019-07-19(h)

In a statutory appraisal action, the trial court’s function is to appraise the “fair value” of the dissenting stockholder’s “shares of stock” by “tak[ing] into account all relevant factors.”

Section 262(h) requires the court to determine the fair value of shares, considering all relevant factors and excluding value arising from the merger.

In re Appraisal of Columbia Pipeline Group, Inc. · filed 2019-08-12(h)

The statute thus places the obligation to determine the fair value of the shares squarely on the court.

Section 262(h) requires the court to consider all relevant factors when determining the fair value of shares in an appraisal.

Manichaean Capital, LLC v. SourceHOV Holdings, Inc. · filed 2020-01-30(h)

When assessing fair value, Delaware courts have understood that the statutory direction to consider “all relevant factors” mandates consideration, at least, of “all generally accepted techniques of valuation used in the financial community.”

Section 262(h) requires the court to consider all relevant factors when determining the fair value of shares in an appraisal proceeding.

Ramcell, Inc. v. Alltel Corporation d/b/a Verizon Wireless · filed 2022-10-31(h)

Considering all relevant factors, the fair value of Petitioner’s stock as of the valuation is the weighted average of these two per share fair values—$11,464.57 per-share.

Section 262(h) directs the court to consider all relevant factors when determining the fair value of a dissenting stockholder’s shares.

Kruse v. Synapse Wireless, Inc. · filed 2020-07-14(h)

In this spirit, the statute eschews specific guidance in favor of a more cryptic mandate that this court consider “all relevant factors” as it determines the fair value of a dissenting stockholder’s shares.

Section 262(h) requires fair value to exclude merger-specific value; when the court uses the merger price, it subtracts the portion attributable to synergies.

LongPath Capital, LLC v. Ramtron International Corporation · filed 2015-06-30(h)

Instead, the proper way of applying a merger-price-less-synergies approach is to determine the value paid for a company and then subtract that portion of the purchase price representing synergies.

Section 262(h) requires fair value to exclude merger-specific synergies; the court may use an expert’s estimate of the seller’s share of those synergies to adjust the deal price.

In Re: Appraisal of Solera Holdings, Inc. · filed 2018-07-30(h)

Although the appraisal statute mandates excision of synergies specific to the merger at issue, this court has used general estimates of the percentage of synergies shared, as provided by experts, to derive appraisal value from deal price.

Section 262(h) permits a court to consider merger price as evidence of fair value when the sale process reliably indicates market value, and a party seeking an adjustment must support it with evidence.

Merion Capital LP and Merion Capital II LP v. BMC Software, Inc. · filed 2015-10-21(h)

When considering deal price as a factor—in part or in toto—for computing fair value, this Court must determine that the price was generated by a process that likely provided market value, and thus is a useful factor to consider in arriving at fair value. Once the Court has made such a determination, the burden is on any ... party suggesting a deviation from that price to point to evidence in the record showing that the price must be adjusted from market value to ―fair‖ value.

Section 262(h) permits the court to reject the merger price as evidence of fair value when the circumstances make that price unreliable.

Dunmire v. Farmers & Merchants Bancorp of Western Pennsylvania, Inc. · filed 2016-11-10(h)

Although the rationale of the cases finding the merger price to reliably indicate fair value makes eminent sense, I disagree that it is reliable under the present circumstances.

Section 262(h) makes deal price persuasive evidence of fair value when the sale process develops fair market value.

IN RE APPRAISAL OF AOL INC. · filed 2018-02-23(h)

In other words, before I may consider the deal price as persuasive evidence of statutory fair value, I must find that the deal process developed fair market value.

Section 262(h) narrowly excludes merger-created value from appraisal; warrant exercises completed before the merger by third parties acting in their own interests are part of the company's operative reality.

In re Appraisal of SWS Group, Inc. · filed 2017-05-30(h)

The exclusion of changes in value resulting from the “accomplishment or expectation” of the merger is applied narrowly. ... I find the operative reality as of the date of the merger was that the warrants were exercised three months prior to close, by third parties acting in their own self-interest, and that the exercise was part of the Company’s operative reality as of the merger date.

Section 262(h) requires appraisal fair value to exclude merger synergies, but does not require a further deduction for agency cost savings already included in the synergy estimate.

Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. · filed 2019-04-16(h)

Applying the going-concern standard, we hold that the Court of Chancery abused its discretion in using Aruba’s “unaffected market price” because it did so on the inapt theory that it needed to make an additional deduction from the deal price for unspecified “reduced agency costs.”

Section 262(h) excludes merger-created value from fair value, but a buyer seeking a deduction from the deal price must establish a quantifiable amount.

In re Appraisal of Stillwater Mining Company · filed 2019-08-21(h)

None of these features represented a source of value “arising from the accomplishment or expectation of the merger or consolidation.” Sibanye failed to meet its burden of proof to establish a quantifiable amount that the court should deduct from the deal price. This decision does not make any downward adjustment to the deal price to compensate for combinatorial value.

Section 262(h) permits a court to rely on the deal price when it is the most reliable indicator of fair value.

Brigade Leveraged Capital Structures Fund Ltd v. Stillwater Mining Co. · filed 2020-10-12(h)

On review, this Court holds that the Court of Chancery did not abuse its discretion when it relied on the deal price as the most reliable indicator of Stillwater’s fair value.

Section 262(h) requires courts using deal price to determine fair value to exclude merger synergies, while retaining the value of initiatives the company was already pursuing at closing.

In re Appraisal of Regal Entertainment Group · filed 2021-05-13(h)

The court must exclude synergies when using the deal price as a valuation indicator because the appraisal statute mandates that the court determine the fair value of the corporation “exclusive of any element of value arising from the accomplishment or expectation of the merger.” 8 Del. C. § 262(h).

Section 262(h) excludes from appraisal fair value synergies arising from the accomplishment or expectation of a merger.

BCIM Strategic Value Master v. HFF, Inc. · filed 2022-02-02(h)

For a category of synergies to be excluded under the appraisal statute, it must “aris[e] from the accomplishment or expectation of the merger.” 8 Del. C. § 262(h).

Section 262(h) requires a party seeking to deduct merger synergies from deal price to prove the amount of the deduction.

Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC · filed 2024-07-30(h)

As the party that bore the burden of providing the amount of a synergy deduction, that omission is fatal.

Section 262(h) excludes from fair value a negative component that would arise only because of the merger.

Jacobs v. Akademos, Inc. · filed 2024-10-30(h)

In this case, the Deemed Liquidation Provision only could come into effect because of the Merger. It is therefore a negative component of value “arising from the accomplishment or expectation of the merger,”64 which the appraisal statute commands this court to exclude.

Section 262(h) requires courts to consider all relevant factors in an appraisal, including whether a controlling stockholder’s motives affect the reliability of the deal price.

(Various) in re Appraisal v. Anschutz Corp · filed 2020-04-09(h)

As the minority stockholders correctly note, Delaware courts must consider all relevant factors, including the deal price, to decide whether a corporate sale was for fair value. ... Given Colorado’s liberal stance on discovery, and that Mr. Anschutz’s motive, intent, and personal considerations for divesting his Regal shares would allow a Delaware court to evaluate the reliability of, and weight to attribute to, the deal price, we hold, for the following reasons, that Mr. Anschutz’s testimony is relevant and discoverable.

Section 262(h) permits the court to award appraisal interest at a rate other than the legal rate.

Sporborg v. City Specialty Stores · filed 1956-06-08(h)

I do not believe the statute necessarily calls for the legal rate. Otherwise, there would have been no purpose to the use of language which appears to leave the matter open.

Section 262(h) gives the court discretion to award interest on appraised shares, generally from the merger date because the corporation has use of the dissenting stockholders’ money.

Felder v. Anderson, Clayton & Co. · filed 1960-02-02(h)

Under 8 Del.C. § 262(h) the matter of allowing interest is left to the court’s discretion. Since the corporation has had the use of the dissenting stockholders’ “money” from the date of the merger, I think interest should generally be allowed as a matter of course.

Section 262(h) gives the court discretion to award interest on appraised shares, generally from the merger date to payment.

Felder v. Anderson, Clayton & Co. · filed 1960-03-24(h)

Under 8 Del.C. § 262(h) the matter of allowing interest is left to the court's discretion. Since the corporation has had the use of the dissenting stockholders' "money" from the date of the merger, I think interest should generally be allowed as a matter of course. ... I therefore conclude that interest should be allowed from the effective date of the merger to the date of payment.

Section 262(h) gives the court discretion to award interest on an appraisal award.

Lebman v. National Union Electric Corp. · filed 1980-04-17(h)

First of all, it is clear that 8 Del.C. § 262(h) gives this Court the discretionary power over the question of whether or not ... to award interest in connection with an award made in an appraisal action, a question which I think in the case at bar should be resolved in favor of the dissident stockholders.

Section 262(h) provides interest on an appraisal award from the merger’s effective date at the Federal Reserve discount rate plus 5%, compounded quarterly, unless the court finds good cause to depart from that rate.

Owen v. Cannon · filed 2015-06-17(h)

Under 8 Del. C. § 262(h), unless I determine otherwise for good cause shown, Nate is entitled to interest at the statutory rate (the Federal Reserve discount rate plus 5%, compounded quarterly) from the effective date of the Merger until the appraised value of his stock is paid. Neither Nate nor ESG has offered any good cause to depart from the statute here. Thus, I award Nate interest at the statutory rate on his appraisal claim, compounded quarterly.

Section 262(h) provides prejudgment interest on an appraisal award but precludes interest on amounts the shareholders held during the litigation.

In re Happy Child World, Inc. · filed 2020-12-09(h)

I agree in principle that Section 262(h) would preclude prejudgment interest on amounts owed by the Banoubs to HCW for their fiduciary breaches because the Banoubs possessed that money (wrongfully) throughout the litigation.

Section 262 allows a registered stockholder to seek appraisal of shares voted against a merger even if the stockholder voted other shares in favor, provided the appraisal requirements are met.

Colonial Realty Corp. v. Reynolds Metals Co. · filed 1962-11-21

It certainly cannot be said that the statute expressly, or by unavoidable intendment, disqualifies a stockholder who has voted some of his shares in favor of a merger from seeking an appraisal of other shares as to which he has fully complied with the statutory requirements.

Section 262(b) permits a broker holding shares for customers to seek appraisal for one customer’s shares even if the broker voted other shares in favor of the merger.

Reynolds Metals Co. v. Colonial Realty Corp. · filed 1963-04-29(b)

But if that right is protected, there is no reason why the broker as registered owner cannot assert the right of appraisal on behalf of any customer who instructs him to do so. Defendant is not harmed in any way by requiring it to recognize such a right.

Section 262 requires a stockholder seeking appraisal to file a written objection with the corporation before the merger vote, and the stockholder bears the burden of proving compliance.

In Re Hilton Hotels Corp. · filed 1965-05-19

The appraisal statute, § 262 Title 8, Del.C. requires that a stockholder objecting to a merger must, inter alia, object in writing and that such written objection must be "filed" with the corporation before the taking of the vote on the merger. The burden of proof of compliance with the statutory requirements is on the stockholder claiming the right to appraisal.

Section 262 permits registered broker nominees to seek appraisal without proving that the beneficial owners authorized them to do so.

Olivetti Underwood Corp. v. Jacques Coe & Co. · filed 1966-03-03

Accordingly, in our judgment, the Chancery Court was correct in holding that the broker-petitioners are not required to prove their authority and are eligible to seek appraisal.

Section 262(a) defines a stockholder entitled to appraisal as the holder of record; a margin customer’s own objection does not satisfy that requirement.

Raynor v. LTV Aerospace Corporation · filed 1975-01-14(a)

First, § 262(a), we revised in 1967, defines “stockholder” for purposes of the appraisal remedy, as a holder of record. ... Thus, the statute now specifically requires the result reached in this case.

Section 262(b) allows one spouse holding shares jointly to sign the pre-vote written objection to a merger because the objection serves to give notice of possible dissent.

Raab v. Villager Industries, Inc. · filed 1976-04-12(b)

We hold that an objection signed by one spouse was sufficient pre-vote notice to the corporation that the shares thus held possibly would be voted against the merger, thus fulfilling the purpose of the objection requirement of the Statute.

Section 262 gives appraisal rights to stockholders, but holders of unexercised warrants are not stockholders and cannot claim those rights.

Aspen Advisors LLC v. United Artists Theatre Co. · filed 2004-11-23

The Court of Chancery properly held that a statutory appraisal remedy is a narrow statutory right that is available only to stockholders.

Section 262(a) does not require an appraisal petitioner to trace each share’s voting history through prior owners; the record holder must satisfy the statute’s stated requirements.

Merion Capital LP and Merion Capital II LP v. BMC Software, Inc. · filed 2015-01-05(a)

Because I find that the unambiguous language of the statute does not give rise to any such share-tracing requirement, and that Merion has otherwise complied with the requirements of Section 262, I hold that Merion has perfected its right to appraisal.

Section 262(e) lets a beneficial owner file an appraisal petition in its own name when the record holder has perfected appraisal rights, without tracing how prior owners voted the specific shares.

In RE Appraisal of Ancestry.Com, Inc. · filed 2015-01-05(e)

Subsection (e) expands the rights of petitioners under Section 262. It allows beneficial owners as well as record holders to seek appraisal, and gives such petitioners an informational right. The language Ancestry points to is simply insufficient to work the legislative change Ancestry posits: to place the burden of demonstrating perfection of rights to appraisal on the beneficial owner and impose a share-tracing requirement.

Section 262(b) does not provide appraisal rights for a sale of corporate assets.

Fisher v. Tails, Inc. · filed 2015-01-08(b)

Delaware law does not provide appraisal rights for a sale of corporate assets.

Section 262(a) requires continuous record ownership through the merger’s effective date; retitling shares after an appraisal demand can end appraisal rights.

In re Appraisal of Dell Inc. · filed 2015-07-13(a)

The re-titling of a certificated share after the demand but before the effective date violates the Continuous Holder Requirement by causing record ownership to change.

Section 262(a) requires continuous record ownership through the merger’s effective date; re-titling shares after an appraisal demand breaks that continuity.

In Re Appraisal of Dell Inc. · filed 2015-07-30(a)

The re-titling of a certificated share after the demand but before the effective date violates the Continuous Holder Requirement by causing record ownership to change.

Section 262(a) bars appraisal of shares the record holder voted in favor of a merger, even when a beneficial owner seeks appraisal.

In Re: Appraisal of Dell Inc. · filed 2016-05-11(a)

Because the record holder voted those shares in favor of the Merger, the record holder cannot satisfy the Dissenter Requirement, and the T. Rowe Petitioners cannot pursue an appraisal for those shares.

Section 262(b) limits merger appraisal rights to stockholders of a corporation actually being merged or combined; stockholders of its parent do not qualify.

City of North Miami Beach General Employees' Retirement Plan v. Dr Pepper Snapple Group, Inc. · filed 2018-06-01(b)

The authorities discussed above uniformly support, and I so hold, that the term “constituent corporation” in Section 262 plainly means only an entity that actually is being merged or combined with another entity in a merger or consolidation and thus does not include a parent of such entities.

Section 262 appraisal rights may be waived by a clear and unambiguous agreement between sophisticated stockholders and a corporation.

Manti Holdings, LLC v. Authentix Acquisition Company, Inc. · filed 2019-08-14

The SA clearly and unambiguously waives appraisal rights; therefore, it should be enforced.

Section 262 permits stockholders to agree in advance to waive their appraisal rights.

Manti Holdings, LLC v. Authentix Acquisition Company, Inc. · filed 2021-09-13(a)

The plain language of Section 262 does not prohibit stockholders from agreeing to waive their appraisal rights.

Section 262(k) allows a dissenting stockholder to receive a dividend payable before the merger’s effective date without waiving appraisal rights.

In Re GGP, Inc. Stockholder Litigation · filed 2022-07-19(k)

Thus, Section 262 creates an express exception allowing stockholders to receive dividends payable before the “effective date of the merger.”

Section 262(h) permits the court to consider a pre-closing dividend when determining the fair value of shares in an appraisal.

In re GGP, Inc. Stockholder Litigation · filed 2021-05-25(h)

The Pre- Closing Dividend would, in my view, qualify as a “relevant factor” in the court’s assessment of the fair value of a GGP stockholder’s shares.

Section 262(h) permits prepayment of appraisal consideration without waiving the surviving corporation’s objections to a petitioner’s eligibility.

HBK Master Fund L.P. v. Pivotal Software, Inc. · filed 2023-08-14(h)

Section 262(h) does not, on its face, say anything about waiver.

Section 262(d)(2) gives stockholders 20 days after appraisal notice is given to demand appraisal; an ambiguous mailing date can support an inference that the corporation shortened that period.

Firefighters' Pension System of The City of Kansas City, Missouri Trust v. Foundation Building Materials, Inc. · filed 2024-05-31(d)(2)

The plaintiff contends that it is reasonably conceivable that the Company violated Section 262(d)(2), because any stockholders to whom notice was mailed after December 4 did not receive the statutorily mandated twenty-day time period within which to demand appraisal. That is a reasonable inference, meaning that the complaint’s allegations state a claim on which relief can be granted.

When a merger is approved by written consent, Section 262(d)(2) requires notice of appraisal rights within ten days after the effective date.

Mullen v. Bell · filed 2025-06-30(d)(2)

But when a merger is approved through written consent, Delaware law merely requires that shareholders be provided with notice of their appraisal rights not more than ten days after the effective date.

Section 262(d)(3) requires a beneficial owner demanding appraisal to identify the record holder, state that the ownership evidence is a true and correct copy, and provide an address for notices; strict compliance is required.

Abraham v. The Estate of W. Rockwell Wirtz, American Mart Company LLC · filed 2025-12-15(d)(3)

Plaintiff’s Demand failed to identify the holder of record, state that the documentary evidence attached was a true and correct copy of what it purported to be, or provide an address at which Plaintiff consented to receive notices. Plaintiff claims that he made a “good faith” effort to comply with the statute, but Section 262 requires more than effort; it requires strict compliance.

Section 262 does not require an appraisal petitioner to plead or prove flaws in the merger process.

Jarden, LLC v. ACE American Insurance Company · filed 2021-07-30

An appraisal petitioner need not plead or establish a flawed process in order to seek appraisal.

Section 262 does not allow a party's expert fees to be assessed as costs; when a party asks the appraiser to hire an expert, the appraiser must find the work reasonably necessary before the court will authorize it.

Adams v. WILLIAMS & CO. · filed 1959-05-22

I am satisfied that where a party suggests to an appraiser that an expert should be employed to appraise particular assets and the appraiser does not reach a conclusion that such an appraisal is reasonably necessary under the particular circumstances before he can discharge his function properly, the court should not authorize the appraiser to employ such an expert. ... Second, although the expert would be selected by the appraiser rather than the party, it would under the circumstances tend to be a device which might circumvent the prohibition in the statute against assessing the charges of the party's expert as part of the costs in the cause.

Section 262(g) allows a corporation to ask the court to require a stockholder to submit her stock certificate for notation of the appraisal proceeding when the appraiser is appointed or afterward.

Abraham and Co. v. Olivetti Underwood Corporation · filed 1964-11-05(g)

Nor can it prejudice the corporation because under 8 Del.C. § 262 (g) the corporation can request the court to require the stockholder to submit her stock certificate for notation of these proceedings thereon when the appraiser is appointed or thereafter.

Section 262 requires dissenting shareholders seeking appraisal to await completion of the appraisal process before receiving payment with interest.

Loeb v. Schenley Industries, Inc. · filed 1971-12-10

I conclude that inasmuch as petitioners have elected to have their shares appraised in a clearly defined statutory procedure, they must await the outcome of such statutory scheme before receiving payment for their shares with interest.

Section 262(c) allows one dissenting stockholder’s appraisal petition to cover all qualifying dissenting stockholders, who need not file separate petitions.

Raynor v. LTV Aerospace Corporation · filed 1974-03-06(c)

Section 262(c) (quoted in footnote 2, supra) does not require that every dissenting stockholder must petition the Court for the appointment of an appraiser.

Section 262(d)(2) permits notice of a short-form merger and appraisal rights to be mailed to a beneficial owner’s broker when the broker holds the shares of record.

Radmore v. Aegis Communications Group, Inc. · filed 2009-09-24(d)(2)

Second, the District Court correctly held that Aegis complied with 8 Del. C. § 262(d)(2), Delaware’s appraisal statute. Computershare timely mailed a Notice to Radmore’s broker. The Notice clearly set forth the merger’s terms, including the corporations involved, the purchase price of minority shareholder’s stock, and Radmore’s right to seek appraisal.

Section 262(j) permits an appraisal claimant’s fees and costs to be allocated pro rata among stockholders who perfected their appraisal rights.

In Re Orchard Enterprises, Inc. Stockholder Litigation · filed 2014-08-22(j)

Under this provision, the fees and costs incurred by one appraisal claimant to litigate the proceeding can be allocated pro rata among all stockholders who perfected their appraisal rights.

Section 262(e) requires an appraisal petition within 120 days of a merger; if none is filed, appraisal rights lapse and the stockholders become entitled to the merger consideration.

Mehta v. Smurfit-Stone Container Corporation · filed 2014-10-20(e)

Section 262(e) establishes a final requirement which, if not met, causes all stockholders who have demanded appraisal to lose their appraisal rights. Section 262(e) requires that an appraisal petition be filed within 120 days of the merger.

Section 262 requires a stockholder to demand appraisal before the merger vote and to commence an appraisal proceeding within 120 days after the merger.

Aaron Houseman and Nancy Houseman v. Sagerman · filed 2015-11-19(d)(1), (e)

In this case, Mrs. Houseman cannot pursue statutory appraisal because the time period in which she was required to file lapsed years ago.

Section 262(j) permits pro rata allocation of appraisal expenses only against shares entitled to appraisal.

In Re: Appraisal of Dell Inc. · filed 2016-10-17(j)

T. Rowe’s shares were not “entitled to an appraisal” and hence fall outside the scope of Section 262(j).

Section 262(h) permits a stockholder to participate fully in an appraisal proceeding but does not guarantee control over consolidated litigation or prevent the appointment of lead counsel.

In re Appraisal of Rouse Properties, Inc. · filed 2016-12-08(h)

When read together, and in context, Sections 262(f) and (h) do not support Brookdale’s position that Section 262(h) is intended to provide an appraisal petitioner with the right to exercise complete autonomy in the prosecution of its petition or to prevent the appointment of lead counsel in consolidated appraisal litigation.

Section 262(d)(2) requires timely notice of appraisal rights, including a copy of the statute; contradictory instructions may leave the notice deficient.

Mehta v. Mobile Posse, Inc. · filed 2019-05-08(d)(2)

Plaintiff has pled it is reasonably conceivable that a corporation does not satisfy Section 262 by attaching a correct copy of the statute but then telling stockholders information and procedures that contradict the statute.

Section 262(h) does not authorize a court to order a refund when an appraisal prepayment exceeds the shares’ fair value.

IN RE: Appraisal of Panera Bread Company · filed 2020-01-31(h)

I conclude Section 262 does not explicitly provide for a refund, and that therefore I cannot order one.

In a Section 262 appraisal action used as a substitute for an unavailable Section 220 inspection action, the court may limit discovery to what the petitioner could have obtained under Section 220.

James Wei and Yanxin Zhang v. Zoox, Inc. · filed 2022-01-31

Yet, where an appraisal proceeding is pursued because the Section 220 path is blocked, a trial court has discretion to limit discovery to the scope of what the petitioner could have obtained under Section 220.

Section 262(h) permits prepayment of an appraisal amount, but prepayment does not waive objections to a petitioner’s statutory standing.

HBK Master Fund L.P. v. Pivotal Software, Inc. · filed 2024-03-12(h)

Petitioners do not explain how the Company’s prepayment of money effects a waiver of various statutory standing objections. Petitioners cite no cases for support on this point, nor is this court aware of any. And allowing Section 262(h) to let appraisal petitioners work around their standing burden does not seem consistent with the overarching purpose of the amendment, which was to discourage appraisal arbitrage through economic incentives.

Section 262 appraisal proceedings permit the court to appoint lead counsel for dissenting stockholders and consider counsel’s fee arrangements in making that choice.

In re Appraisal of Endeavor Group Holdings, Inc. · filed 2025-07-22

In either context, the court has the discretion to appoint lead counsel to represent a diverse body of stockholders.

Section 262(i) does not let a dissenting stockholder withdraw one share from a perfected demand for appraisal of all his shares without the corporation’s consent when no statutory condition for withdrawal has occurred.

Lichtman v. RECOGNITION EQUIPMENT, INCORPORATED · filed 1972-07-26(i)

It can only be assumed that as to the one share he now wishes to withdraw his objection to the merger and accept its terms. This he may not do absent the corporation’s consent. ... Since none of the three conditions specified in the statute (8 Del.C. § 262(i)) has occurred petitioner Lichtman has irrevocably elected to take the value of all of his shares.

Section 262(b)'s demand requirement is satisfied when a stockholder's letter rejecting the offered price reasonably informs the corporation that the stockholder wants an appraisal.

Bell v. Kirby Lumber Corp. · filed 1980-02-20(b)

Realistically, the explicit rejection of the $150.00 offer was a demand for the only available alternative, appraisal under § 262. The language reasonably informed Kirby that Folweiler wanted an appraisal. ... We hold that Mr. Folweiler's letter met the requirements of 8 Del.C. § 262(b) and that he should have been allowed to remain as a plaintiff in this action.

Section 262(k) requires court approval to dismiss a perfected appraisal claim after an appraisal petition is filed, even if the shares were tendered inadvertently.

Alabama By-Products Corp. v. Cede & Co. Ex Rel. Shearson Lehman Bros. · filed 1995-04-27(k)

Once an appraisal petition is filed, those shareholders who have perfected appraisal rights may be dismissed from the action only upon approval by the Court of Chancery. A perfected claim for appraisal is not lost through an inadvertent tender of appraisal shares in the absence of compliance with the procedures explicitly set forth in Section 262.

Section 262 requires a shareholder who seeks to withdraw an appraisal demand more than 60 days after a merger to obtain the corporation's written approval and the court's approval.

Lowenschuss v. Resorts International, Inc. · filed 1999-06-30(k)

Thus, section 262 requires a shareholder who has sought appraisal to get the corporation's written approval and the court's approval in order to withdraw his demand for appraisal more than 60 days after the date of the merger.

Section 262(c) gives appraisal proceedings class action aspects, so their dismissal or compromise requires court approval under Rule 23(e).

Lutz v. A. L. Garber Co. · filed 1976-05-03(c)

The statutory language itself gives an appraisal proceeding its class action aspects and consequently dismissals thereunder are subject to Rule 23(e) by the express terms of Rule 41(a)(1).

Section 262 requires a dissenting stockholder to bring an appraisal proceeding in the Delaware Court of Chancery.

Wilson v. Celestial Greetings, Inc. · filed 1995-05-02

It is unmistakable that the appraisal right given the dissenting stockholder is the right to have an appraisal “by the Court of Chancery.” The appraisal right so given is not a right that can be enforced (as in the Missouri statute, section 851.455, RSMo 1986), “in any court of competent jurisdiction.”

Section 262 permits a stockholder who elected appraisal without knowing of merger fraud to rescind that election upon discovering the fraud.

Dofflemyer v. W.F. Hall Printing Co. · filed 1983-01-28

While no Delaware case has so held, I predict that the Supreme Court of Delaware would hold that a stockholder who elects appraisal in ignorance of fraud in the merger will be entitled to rescind that election upon discovery of the fraud even though his election would otherwise be irrevocable under the appraisal statute.

Section 262(k) permits the court to approve dismissal of non-appearing stockholders’ appraisal claims when their settlements are just, even if other dissenters cannot accept the same terms.

Mannix v. PlasmaNet, Inc. · filed 2015-07-21(k)

In my judgment, the proposed settlements are just and thus satisfy the standard set forth in 8 Del. C. § 262(k) for the reasons explained above.

Section 262(e) entitles a stockholder who timely withdraws an appraisal demand to receive the merger consideration.

Chertok v. OnSolve LLC · filed 2026-04-13(e)

Under Section 262(e) of the DGCL, which is incorporated into the Certificate, OnSolve was obligated to pay the Merger consideration to Chertok after he timely withdrew the appraisal demand.

Section 262(e) entitles a stockholder who timely withdraws an appraisal demand to receive the merger consideration.

Chertok v. OnSolve LLC · filed 2026-04-21(e)

Under Section 262(e) of the DGCL, which is incorporated into the Certificate, OnSolve was obligated to pay the Merger consideration to Chertok after he timely withdrew the appraisal demand.

In a § 253 merger, appraisal under § 262 is the exclusive remedy when minority stockholders challenge only the value offered for their shares.

Stauffer v. Standard Brands Incorporated · filed 1962-02-21

Where this is the situation in a § 253 merger, that is, a dispute as to the value of the shares, or the adequacy of the price offered, the stockholder's remedy ordinarily lies in an appraisal proceeding under § 262. ... That it is also, under the circumstances presented by the present complaint, an exclusive remedy is evident, for it was obviously the intention of the Legislature that disputes as to the value of shares of minority stockholders should be settled by an appraisal proceeding.

Section 262 appraisal is not the exclusive remedy when minority shareholders allege that a merger breached fiduciary duties owed to them.

Singer v. Magnavox Co. · filed 1977-09-23

And, say defendants, plaintiffs’ exclusive remedy for dissatisfaction with the merger is to seek an appraisal under § 262. We disagree. In our view, defendants cannot meet their fiduciary obligations to plaintiffs simply by relegating them to a statutory appraisal proceeding.

Section 262's appraisal remedy does not bar a minority shareholder's fiduciary duty claim challenging a short-form cash-out merger.

Roland International Corp. v. Najjar · filed 1979-08-06

It may not be circumvented by full compliance with the procedures permitted under and required by the corporation statutes, nor is it discharged by remitting minority shareholders to a statutory appraisal remedy (often based upon the status of the market and the elements of an appraisal), the timing of which is entirely within the control of the majority.

Section 262 lacks the exclusive-remedy provision found in Connecticut’s appraisal statute.

Brandt v. Travelers Corp. · filed 1995-01-10

The Delaware statute does not contain the exclusive remedy provision found in Connecticut’s statute. Del. Code Ann. tit. 8, § 262 (1993); cf. General Statutes § 33-373.

Section 262(i)'s conditions for withdrawing an appraisal demand do not bar a stockholder who demanded appraisal without knowing of fraud from pursuing a federal securities claim.

Voege v. American Sumatra Tobacco Corporation · filed 1965-04-23(i)

They argue that before plaintiff can obtain relief in this forum, 8 Del.C. § 262 (i) requires that she first establish that (1) no appraiser has been appointed within the statutory time, or (2) the appraisal proceeding has been judicially dismissed, or (3) the surviving corporation (New Company) has consented to the withdrawal of the appraisal demand. ... But in the instant case plaintiff does not seek to withdraw her appraisal demand in order to surrender her stock under the merger, as was true of the plaintiff in the Sabath case. ... But whatever the result might have been in the Delaware court, the fact that the plaintiff in the instant case demanded an appraisal without knowing of the frauds of which she now complains, imposed upon her no duty to allege in this Court that her appraisal remedy would be inadequate.

Section 262 provides appraisal as the remedy when shareholders object to a merger because the cash price does not reflect the value of their shares.

Singer v. MAGNOVOX COMPANY · filed 1976-10-26

When this is the basis for objection to a corporate merger, it is established law that the remedy of the dissatisfied shareholders is to seek an appraisal of the value of their shares pursuant to the procedures set forth under the appraisal statute, 8 Del.C. § 262.

Section 262 allows shareholders to seek damages if they receive inadequate consideration for their shares in a merger.

Hastings-Murtagh v. Texas Air Corp. · filed 1986-11-24

Finally, regarding the third claim above, if the shareholders are deprived of an adequate consideration for their shares, they may seek damages in an action at law pursuant to 8 Del.C. § 262.

Section 262's appraisal formula excludes gains from a statutory merger when valuing shares, but that limit does not apply to relief for a breach of fiduciary duty.

Lynch v. Vickers Energy Corp. · filed 1981-04-03

We conclude that reversal is required because the Chancellor erroneously relied on the Poole case and on an appraisal formula (which has been developed in our case law under the Statute, 8 Del.C. § 262) in determining whether relief should be granted. ... The difference is important because the appraisal approach adopted in Poole has a built-in limitation, namely, gain to the corporation resulting from a statutory merger is not a factor which is included in determining the value of the shares, and it was not considered by the Chancellor. But that limitation does not apply when a fiduciary has breached a duty to those to whom it is owed.

Section 262(k) requires corporate consent to withdraw an appraisal petition more than 60 days after a merger, but permits a petitioner to elect merger consideration and class damages with court approval over the corporation’s objection.

In Re Mindbody, Inc. Stockholder Litigation · filed 2023-11-15(k)

Although the Non-Settling Defendants’ correctly read the text of Section 262, their interpretation that it forecloses the Appraisal Petitioners from electing the Class remedy ignores Cede and Dole. ... Cede and Dole contemplate that, upon court approval, an appraisal claimant can elect to receive the merger consideration and Class damages over the respondent’s objection, and this decision follows that precedent.

Section 262(k) does not prevent an appraisal claimant from joining a plenary action and recovering full damages without an offset for merger consideration it never received.

In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation · filed 2025-02-13(k)

There is no conflict between the appraisal statute and the Fund’s ability to recover full damages equal to a fair price for its shares.

Section 262(i) does not bar a stockholder who demanded appraisal from choosing a plenary remedy without the surviving corporation’s consent.

In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation · filed 2025-03-21(i)

Instead, the Fund opted to forgo appraisal and participate in the plenary action, precisely as Technicolor allows. Once the Fund made that election, the appraisal statute no longer mattered.

Section 262 provides an appraisal remedy, but does not give stockholders a substitute route to presuit books and records inspection under Section 220.

Barkan v. Exabeam, Inc. · filed 2025-04-11

Nothing in Section 262’s unambiguous language offers a failsafe for stockholders unable to satisfy Section 220.

Section 262 does not incorporate Section 251’s separate merger requirements into its appraisal standards.

Ap-Fonden v. Activision Blizzard, Inc. · filed 2025-10-02(b)

But Section 262 does not explicitly or implicitly incorporate Section 251’s distinct requirements into the appraisal standards.

Section 262 does not require a shareholder to seek appraisal when an enforceable stock purchase agreement survives the merger.

Johnson v. Electrolux Corp. · filed 1991-05-08

Therefore, plaintiff is neither required to accept the post-merger cash-out price proffered by defendant nor to petition for appraisal under Delaware law, see Del. Code Ann. tit. 8, § 262 (1990).