BARBARA BERGER, Plaintiff Below, Appellant, v. PUBCO CORPORATION and ROBERT H. KANNER, Defendants Below, Appellees., 976 A.2d 132

Summary

The trial court found the notice given to minority shareholders was deficient because it (1) had an outdated version of the appraisal statute, Del. Code Ann. tit. 8, § 262, and (2) did not say how the majority shareholder arrived at the price paid for their shares. As part of the remedy ordered, it required minority shareholders electing an appraisal of their shares to (1) opt in to the proceeding, and (2) escrow part of the consideration received for their shares. The supreme court held the remedy ordered was not appropriate. First, the shareholders should not have been ordered to opt in because this imposed a burden on them, while it did not burden the corporation to automatically include them in the class, with an option to opt out, which was the remedy that should have been ordered. Second, they should not have been required to put part of the consideration they received for their shares in escrow because the quasi-appraisal remedy that operated in the fairest and most balanced way ...