Delaware Business Litigation Report

Court of Chancery Dismisses Appraisal Case For Violation Of The Continuous Ownership Rule

In re Appraisal Of Dell Inc., C.A. No. 9322-VCL (July 13, 2015)

To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited), losing technical record title to the stock before the merger is complete also loses the right to an appraisal. Hence, great caution is needed by those who seek appraisal to be sure their stock is not retitled by their nominee.

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