Chancery Enforces Fee-Shifting Provision Against Unsuccessful Petitioner Who Waived Appraisal Remedy
The Delaware Court of Chancery's latest decision in the Manti Holdings v. Authentix Acquisition, stockholder appraisal litigation provides additional clarity about the ability of corporate constituents to modify by agreement the rights associated with the statutory appraisal remedy, 8 Del. C. Section 262.
August 26, 2020 at 09:00 AM
4 minute read
The Delaware Court of Chancery's latest decision in the Manti Holdings v. Authentix Acquisition, C.A. No. 2017-0887-SG (Del. Ch. 8/11/20), stockholder appraisal litigation provides additional clarity about the ability of corporate constituents to modify by agreement the rights associated with the statutory appraisal remedy, 8 Del. C. Section 262. In a previous decision in the case, Vice Chancellor Sam Glasscock denied a stockholder's appraisal petition holding that an advance waiver of statutory appraisal rights in a stockholder agreement is permitted under Delaware law as long as the relevant contractual provisions are clear and unambiguous. In its latest decision, the court ruled that a prevailing party fee-shifting provision in the stockholder agreement did not contravene Delaware law and was likewise enforceable.
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