Corporate Appraisal and Dissenters'-Rights Procedure in District of Columbia
At a glance
| Governing law, corporation, shareholder, and transaction scope | D.C. Business Corporation Act, D.C. Code §§ 29-311.01 to -311.31; record and beneficial shareholders; issuer and, for later procedure, merger survivor (§ 29-311.01(2)-(3), (8), (10)) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Approval-required merger and § 29-309.05 subsidiary merger; acquired-corporation exchange; qualifying asset disposition; cash-out fractional amendment; materially adverse domestication; conversion; articles/bylaws/board expansion (§ 29-311.02(a)) |
| Market-out, public-company, consideration, and governing-record expansion | Covered securities, organized-market shares meeting 2,000-holder/$20 million test, and redeemable registered investment-company shares limited for triggers (1)-(4), (6), measured at meeting record date or day before no-meeting action; nonqualifying consideration and interested-transaction exceptions; governing-record/board expansion (§ 29-311.02(a)(5), (b)) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record holder may split only by beneficial owner and must identify each owner; beneficial holder needs record-holder consent by form deadline and must assert all class/series shares. No express continuous-holding rule; announcement-date acquisition affects payment treatment (§§ 29-311.03, -311.12 to -311.15) |
| Meeting, consent, short-form, and post-effective notice | Meeting notice says rights are, are not, or may be available and includes subchapter when applicable; consent notice goes at solicitation and with notice to nonconsenters/nonvoters; subsidiary-merger notice/form within 10 days after effectiveness; financials included unless waived (§§ 29-311.10, -311.12) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting holder delivers written intent before vote and does not vote/permit class or series shares in favor; less-than-unanimous written-consent holder does not sign favorable consent. Failure ends payment right (§ 29-311.11) |
| Post-effective appraisal notice, form, share deposit, and deadline | Appraisal notice/form due from effectiveness through day 10; form states announcement date, acquisition and nonapproval certifications, estimate, and directions. Corporation-receipt deadline is 40-60 days after sending; timely form and certificate deposit required; withdrawal deadline within 20 days after form date (§§ 29-311.12 to -311.13) |
| Corporation payment/offer, supplemental demand, and withdrawal | Ordinary estimate-plus-interest payment within 30 days after form due; after-acquired shares may receive offer with 30-day acceptance and 10/40-day payment rules. Further demand due within 30 days after payment/offer. Timely withdrawal by stated date; later withdrawal needs written consent (§§ 29-311.13 to -311.16) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation petitions Superior Court within 60 days after unsettled further demand or pays demanded amount plus interest; all unsettled holders joined; plenary/exclusive jurisdiction, civil discovery, optional appraisers, no jury. Costs default to corporation with equitable shifts and direct-payment-suit expenses (§§ 29-311.30 to -311.31) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Fair value immediately before effectiveness, using customary/current methods without marketability or minority discount except when appropriate for the fractional-share amendment; judgment-rate interest from effectiveness. No valuation, fiduciary, securities, tax, or strategy conclusion (§ 29-311.01(4)-(5)) |
Requirements one by one
Transactions, market limits, and owners
The trigger list covers an approval-required merger, a subsidiary merger, an acquired-corporation share exchange, a qualifying asset disposition, a cash-out fractional-share amendment, materially adverse domestication, and conversion. The articles, bylaws, or board may add rights for another amendment, merger, exchange, or disposition. D.C. Code § 29-311.02(a).
The market limit covers a covered security, an organized-market class meeting the 2,000-holder and $20 million tests after stated exclusions, and redeemable shares of a registered open-end investment company. It applies to triggers (1)-(4) and (6), measured at the voting record date or the day before a no- meeting action. Nonqualifying consideration and an interested transaction restore rights. D.C. Code § 29-311.02(b).
A record holder splitting its position must object as to all class-or-series shares owned by each represented beneficial holder and identify each holder. A beneficial holder asserting directly must obtain the record holder's written consent by the form deadline and assert all beneficially owned shares of the class or series. The definitions distinguish beneficial and record holders and set the value and interest reference points. D.C. Code § 29-311.01(2)-(5), (8), (10); D.C. Code § 29-311.03.
Notice, preservation, and the appraisal form
Meeting notice states whether rights are, are not, or may be available and includes the subchapter when rights are or may be available. Written-consent notice goes to solicited record holders when first solicited and to nonconsenting and nonvoting holders with the later action notice. The notices include financial statements unless the holder waives them in writing. D.C. Code § 29-311.10.
At a meeting, the shareholder delivers written intent before the vote and does not vote or permit the affected class or series to be voted for the action. For less-than-unanimous written consent, the shareholder does not sign a favorable consent. Missing the applicable step ends the payment right. D.C. Code § 29-311.11.
The post-effective notice and form arrive no earlier than effectiveness and no later than 10 days afterward. They state the announcement date, request acquisition and nonapproval certifications, state the corporation's estimate, and give form and certificate directions. The form-receipt deadline is 40 to 60 days after sending; the withdrawal deadline is within 20 days after that form deadline. D.C. Code § 29-311.12.
The shareholder timely signs and returns the form and deposits certificated shares. Missing either ends the payment right. Returning the signed form for uncertificated shares or depositing certificates ends other shareholder rights, subject to timely written withdrawal; later withdrawal needs the corporation's written consent. D.C. Code § 29-311.13.
Payment, further demand, and court
The ordinary estimate-plus-interest payment is due within 30 days after the form deadline and includes financials, the estimate, and the further-demand warning. A holder who cannot certify pre-announcement acquisition may instead receive an offer with separate 30-day acceptance and 10- or 40-day payment clocks. D.C. Code §§ 29-311.14 to -311.15.
A dissatisfied holder states a written estimate and demands that amount plus interest, less any payment, within 30 days after receiving payment or an offer. Otherwise the holder accepts the payment or offer as specified. D.C. Code § 29-311.16.
The corporation petitions Superior Court within 60 days after receiving an unsettled further demand or pays the demanded amount plus interest. All unsettled holders are joined and served; jurisdiction is plenary and exclusive, ordinary civil discovery applies, appraisers are optional, and there is no jury right. D.C. Code § 29-311.30.
Court costs ordinarily fall on the corporation, subject to equitable shifts for arbitrary, vexatious, or bad-faith conduct. Party expenses have separate noncompliance, misconduct, and common-benefit rules. A successful direct suit for an unpaid statutory amount includes all expenses. D.C. Code § 29-311.31.
What trips people up
The market limit does not apply uniformly to the full trigger list. Its own cross-reference reaches merger, exchange, disposition, fractional-share amendment, and domestication triggers, but not the governing-record expansion or conversion triggers. D.C. Code § 29-311.02(b).
The announcement-date certification affects payment treatment, not the stated existence of the appraisal right. Failure to certify lets the corporation use the after-acquired-share offer route. D.C. Code §§ 29-311.12 to -311.15.
Common questions
May a shareholder vote against and still demand appraisal?
Yes, but the holder must also deliver the separate written intent before the vote. The statute forbids voting or permitting the affected shares to be voted in favor. D.C. Code § 29-311.11(a).
Who starts the court case after a further demand?
The corporation must petition within 60 days after receiving the unsettled demand. If it does not, it must pay the demanded amount plus interest. D.C. Code § 29-311.30(a).
Is there a jury trial in the appraisal proceeding?
No. The statute grants ordinary civil discovery but expressly denies a jury right. D.C. Code § 29-311.30(d).
Statutes and sources
- D.C. Code §§ 29-311.01 to -311.03 define the actors, value, interest, triggers, market limits, and ownership routes. Accessed September 5, 2026.
- D.C. Code §§ 29-311.10 to -311.16 govern notice, preservation, form, deposit, withdrawal, payment, after- acquired shares, and further demand. Accessed September 5, 2026.
- D.C. Code §§ 29-311.30 to -311.31 govern the court case, parties, discovery, jury bar, costs, expenses, and direct payment suit. Accessed September 5, 2026.
Source links
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