A corporation undergoing a merger cannot force common stockholders to waive their right to seek statutory appraisal through the operation of an offer setting a price for the shares, the Delaware Court of Chancery has ruled.
Vice Chancellor Sam Glasscock III, in a 27-page Feb. 26 opinion in Halpin v. Riverstone National, concluded that minority stockholders should not be forced to accept consideration for their stock as proposed under the merger. Since the corporation did not exercise its contractual rights under the stockholders agreement, Glasscock reasoned, it “now finds itself within the realm of appraisal rights retained” by the minority stockholders.
