In Samuels v. CCUR Holdings, C.A. No. 2021-0358-PAF (Del. Ch. May 31, 2022), the Delaware Court of Chancery found that a shareholder may challenge the fair value of a payment for a fractional interest in a company under Section 155(2) of the Delaware General Corporation Law (DGCL).

The court’s ruling did not grant an affirmative right to a Section 262-type appraisal; rather, Samuels provided further clarification of the circumstances under which a fair value determination may be appropriate. In this instance, where the company paid cash based on the market price of a share that was not widely traded in a reverse stock split, the fairness of the payment was in doubt, and thus an aggrieved shareholder could challenge the payment as a stand-alone claim under Section 155(2) of the DGCL.