Cede & Co. v. Technicolor, Inc.

HORSEY, Justice:

We accepted this interlocutory appeal from the Court of Chancery to address a question of first impression in this Court: the standing and right of a minority shareholder who has dissented from a cash-out merger and commenced an appraisal proceeding under 8 Del. C. § 262 to assert and pursue a later-discovered individual claim of fraud in the merger through an action for rescissory damages against the participants for breach of fiduciary duty to the shareholder. This issue arises from a cash-out merger of the minority shareholders of Technicolor Incorporated (“Technicolor”), a…