Berger v. Pubco Corp.

JACOBS, Justice.

The issue on this appeal is what remedy is appropriate in a “short form” merger under 8 Del. C. § 253, where the corporation’s minority stockholders are involuntarily cashed out without being furnished the factual information material to an informed shareholder decision whether or not to seek appraisal. The Court of Chancery held that because the notice of merger did not disclose those material facts, the minority shareholders were entitled to a “quasi-appraisal” remedy, wherein those shareholders who elect appraisal must “opt in” to the proceeding and escrow a portion of the…