What Directors Need To Include In Appraisal Notices

By Christopher Chuff, M. Duncan Grant, Joanna Cline and James Levine (July 20, 2018, 3:04 PM EDT) -- A recent Delaware Court of Chancery opinion serves as a stark reminder of the information that must be included in appraisal notices delivered pursuant to Section 262 of the Delaware General Corporation Law. As explained in the opinion, merely providing notice of a merger and the existence of appraisal rights is not sufficient. Rather, appraisal notices must provide stockholders with the information they need to determine whether to accept the merger consideration or to seek appraisal. More specifically, appraisal notices should include information regarding (1) the background and terms of the merger, (2) the value of the constituent corporations, (3) the board's decision-making process, and (4) potential conflicts of interest....

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