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

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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.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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