Court of Chancery Holds 5 Days Is Too Short For Merger Announcement
Berger v. Intelident Solutions Inc., C.A. No. 1527-N (Del. Ch. October 12, 2006).
Under Delaware law, when a stockholder files suit over a merger she may be limited to appraisal rights when her concern is only over the price to be paid. It is often difficult to decide when a complaint is limited to the price and does not also deal with unfair dealing claims that are appropriate for class litigation. Here, the Court held that a complaint that alleged only 5 days notice of a merger and the right to seek appraisal did properly allege unfair dealing and could proceed as a class claim.