In Re the Appraisal of Ford Holdings, Inc. Preferred Stock

ALLEN, Chancellor.

This is an appraisal proceeding under Section 262 of the Delaware General Corporation Law. It arises from a merger in which Ford Holdings, Inc. (“Holdings”), a subsidiary of Ford Motor Company, merged with Ford Holdings Capital Corporation, its own wholly owned subsidiary. The effect of the merger was to cash-out various types and series of Holdings’ preferred stock. In each instance, the holders of preferred were paid the liquidation value of their security, plus a “merger premium” if the certificate creating the preferred called for it, plus any accumulated and unpaid…