Delaware litigators and deal lawyers around the globe are keen on accounting for the risk of dissenting stockholders exercising appraisal rights when negotiating and structuring a corporate transaction. Recently, however, Delaware corporate law trends may suggest that stockholders are attempting to obtain quasi-appraisal remedies more frequently, often arguing that such a remedy can be a class-wide substitute for foregone appraisal rights. As Delaware courts continue to grapple with the amorphous remedy that is quasi-appraisal and its interplay with directors’ indemnification rights, corporate counsel need to be mindful of the best means to account for this expanding stockholder strategy and attempt to mitigate its risk in the transaction documents.
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