JOHN J. ANDALORO and ROBERT J. PERLSWEIG, Petitioners v. PFPC WORLDWIDE, INC., a Delaware corporation, Respondent., 830 A.2d 1232

Summary

The executives asserted the corporation failed to provide them with adequate information or make fair provisions for them to convert their options into stock before the merger, despite the fact that the relevant option agreements provided their options would vest upon the occurrence of a change of control. The court held the right of appraisal was not available to option holders. It was limited to stockholders of the merged corporation. The executives would have access to a "quasi-appraisal" award of damages. But, as a predicate to such an award, they would be required to make an independent showing that was not contemplated within a Del. Code Ann. tit. 8, § 262 proceeding. The executives' desire for appraisal of their options could not be squared with § 262. Shoehorning their claims into § 262 would distort the statute's intended focus as a limited and efficient remedy focused solely on the fair value of stock. The court also rejected their argument that under principles of equity, ...