Appraisal Rights

by Practical Law Corporate & Securities

A Practice Note discussing appraisal rights, focusing primarily on appraisal rights in the context of public M&A transactions involving Delaware target corporations. It outlines the advantages and disadvantages for both stockholders and corporations and details the various transaction structures that can trigger these rights. This resource also explores critical exceptions, like the market-out exception, and examines the complex mechanics for perfecting appraisal rights under the Delaware General Corporation Law (DGCL). This Note also examines the processes by which Delaware courts determine a company's fair value, analyzing the evolving judicial approach that weighs market-based evidence, such as the deal price from a reliable process, against traditional financial analyses.