Wilson v. Celestial Greetings, Inc.

This appeal involves a proceeding by a dissenting stockholder in a Delaware corporation for the appraisal of her stock after the merger of the Delaware corporation into a Missouri corporation. The appraisal proceeding was created by Delaware statute. The question is whether the appraisal proceeding may be brought in Missouri, or whether it must be brought in Delaware.

The plaintiff shareholder is Zerelda Wilson, who owned 10 shares of the 40 outstanding shares of stock of Celestial Greetings, Inc. Celestial Greetings, Inc., was in the business of greeting card distribution. Its headquarters…