In Re: Appraisal of Dell Inc.

OPINION

LASTER, Vice Chancellor.

Respondent Dell Inc. completed a merger (the “Merger”) that gave rise to appraisal rights. A stockholder only can pursue án appraisal if-the stockholder “neither voted in favor of the merger ... nor consented thereto in writing.” 8 Del. C. § 262(a) (the “Dissenter Requirement”). The appraisal statute defines the term “stockholder” as “a holder of record of stock in a corporation.”. Id. (the “Record Holder Requirement”).

Fourteen of the appraisal petitioners are mutual funds sponsored by T. Rowe Price & Associates, Inc. (“T. Rowe”) or institutions that relied on…