The Shareholder Forumtm

support of long term investor interests in

Appraisal Rights


Intrinsic Value Realization




The Delaware Supreme Court issued a ruling on December 14, 2017 that endorsed its interpretation of the "Efficient Market Hypothesis" as a foundation for relying upon market pricing to define a company’s “fair value” in appraisal proceedings. The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for its participants' realization of intrinsic value in opportunistically priced but carefully negotiated buyouts. See:

December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization



Forum reference:

Securities class action administrator advertising new "appraisal aggregator" service


See also the previously published commentary based on the "white paper" offered in the advertisement below, and the subsequently presented webinar:

NOTE: Some of the observations in the referenced "white paper" misinterpret facts or processes to which the authors refer. Direct reference is encouraged to original sources, most of which can be found on the Forum's website for appraisal rights research, and in the 2013 "Appraised Value Rights | A Summary for Investors."


Source: Financial Recovery Technologies, August 16, 2016 posting and advertised "white paper"

What are appraisal rights?

Posted on: Aug 16, 2016

What are appraisal rights?

Appraisal rights entitle shareholders of a target corporation to a determination of the fair value of their stock by a judicial proceeding or independent valuation, and obligate the acquiring corporation to purchase the shares at that determined value. For example, when an investor believes the value of his or her shares exceeds the amount being offered in a merger or consolidation, he or she can exercise appraisal and have the shares’ worth determined and awarded by a judge. Appraisal rights exist in transactions involving some amount of cash (rather than stock) consideration. Investors must be notified if appraisal rights are available no less than 20 days before the vote on a given deal.

What are the mechanics of exercising appraisal?


Appraisal petitions are representative actions brought on behalf of all investors perfecting appraisal, meaning only one dissenting shareholder needs to file a petition and prosecute the appraisal case on behalf of others. The petition must be filed within 120 days of the effective date of the transaction. Within 20 days of filing, the corporation files an accompanying list of stockholders who have demanded appraisal and not previously settled. If the petitioner obtains a negotiated or judicially determined valuation, that result is available to all others who have perfected their rights.

What are the differences between appraisal rights and class actions?

Appraisal matters resemble class actions in that investors who exercise their appraisal rights benefit from the efforts of the named petitioner, who serves in a role similar to a lead plaintiff, without themselves having to prosecute the case. These suits differ from securities class actions and other shareholder matters in that they don’t involve claims of wrongdoing – they concern your right as a shareholder to an objective valuation of your investment. Unlike securities cases, both sides in an appraisal action provide evidence as to what the price should be. Since the court determines the final value, this levels the playing field between the investor and the corporation throughout the appraisal litigation.

The most critical difference between appraisal cases and class actions is that investors seeking appraisal must affirmatively opt in by perfecting their rights before the deal vote. Unfortunately, shareholders often fail to opt in before that vote, forfeiting their eligibility to later benefit from the Court’s valuation.

Learn more:

Download FRT’s whitepaper for more information on appraisal rights, including suggested best practices for addressing appraisal opportunities and perfecting your appraisal rights.

How Institutional Investors Are Letting Billions Slip Through Their Fingers in Delaware Appraisal Actions

An FRT Whitepaper

Investors are leaving billions of dollars on the table in Delaware appraisal actions. With over 160 mergers and consolidations eligible for appraisal each year, it is critical to implement a process to identify opportunities where your firm may be underpaid for its shares.

In May, the Delaware Chancery Court issued its opinion in the Dell appraisal case, valuing the company’s common stock at 28% more than the $13.75 paid to shareholders on October 29, 2013. In other words, investors were underpaid by about $6 billion in the deal. Despite the magnitude of Dell’s underpayment, Dell is only paying $37 million to a handful of investors. Why? Most investors having failed to timely exercise their appraisal rights before the vote on the deal, are now ineligible for payments and have consequently left $5.96 billion on the table.


What you will learn:

•   An overview of Delaware appraisal law and recent trends

•   How appraisal awards can typically exceed tenders

•   How firms utilize appraisal rights without filing suit or prosecuting appraisal petitions themselves

•   Best practices on identifying, monitoring, and evaluating appraisal situations as to not miss out on future premiums

© 2016 Financial Recovery Technologies

The program supporting Appraisal Rights Investments was conducted by the Shareholder Forum for invited participants according to stated conditions, including standard Forum policies that each participant is expected to make independent use of information obtained through the Forum and that participant identities and views will not be reported without explicit permission..

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.