Appraisal Demand Letter
(Record Holder) (DE)

Summary

This appraisal demand letter may be used by a stockholder of a Delaware corporation to exercise appraisal rights pursuant to § 262 of the Delaware General Corporation Law. Del. Code Ann. Tit. 8, § 262. This template assumes the corporation is a private company. The template contains practical guidance and drafting notes. A stockholder of record that wishes to exercise its right to appraisal of its shares (instead of receiving merger consideration) must send the subject corporation a notice demanding appraisal of its shares. Note that pursuant to 2022 amendments to Section 262 a beneficial owner of the shares may directly send a demand for the appraisal of their shares. In a public company, most shares are held in "street name" and the record holder is Cede & Company, as nominee of the Depository Trust Company. Pursuant to Section 262(d)(3), if a beneficial owner wants to demand appraisal in its own name, its written demand must include: (1) the identity of the holder of record of the shares for which demand is made, (2) documentary evidence of the beneficial owner's ownership of such stock, (3) a statement that such documentary evidence is a true and correct copy, and (4) the address at which the beneficial owner consents to receive notices from the surviving entity of the transaction. For an appraisal demand letter in the name of the beneficial owner of the stock, see Appraisal Demand Letter (Beneficial Owner) (DE). For more information about appraisal rights, see Appraisal Rights (DE Corporation), and Stockholder Approval and Appraisal Rights in M&A Deals.