Series 79 practice questionmediumSqueeze-Out Mergers and Appraisal Rights
In Delaware, which shareholders are typically eligible to exercise appraisal rights in a short-form (90% ownership) merger?
- AAll shareholders, regardless of record date
- BMinority holders who held before the record date and did not vote yes✓ Correct answer
- CMajority shareholders only
- DShareholders of the acquirer
Explanation
Why B — Minority holders who held before the record date and did not vote yes
Delaware law grants appraisal rights to minority shareholders who meet timing and voting requirements. Majority shareholders and those who voted for the deal or acquired shares after the record date are not eligible, which is an important nuance.
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