A shareholder wishes to exercise appraisal rights in a merger under Delaware law. Which of the following steps is required to properly perfect those rights?

AVote in favor of the merger but file a written objection within 30 days after closing
BDeliver a written demand for appraisal before the shareholder vote, refrain from voting in favor of the merger, and file a petition in the Court of Chancery within 120 days after the merger's effective date✓ Correct answer
CSimply abstain from voting on the merger; no further action is needed
DSell the shares on the open market before the merger closes

Explanation

Why B — Deliver a written demand for appraisal before the shareholder vote, refrain from voting in favor of the merger, and file a petition in the Court of Chancery within 120 days after the merger's effective date

Under DGCL Section 262, a shareholder must follow specific procedural steps to perfect appraisal rights: deliver a written demand for appraisal to the corporation before the vote, not vote in favor of the merger (voting against or abstaining is acceptable), continuously hold the shares through the merger's effective date, and file a petition in the Delaware Court of Chancery within 120 days. Failure to comply with any of these requirements results in the loss of appraisal rights, and the shareholder receives the merger consideration instead.

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