Document: Berger v. Pubco Corp., No. 509, 2008, Jacobs, J. (Del. July 9, 2009)
The Delaware Supreme Court reversed the Court of Chancery which had held that where notice of a Section 253 short-form merger did not disclose all material facts, the minority shareholders were entitled to a “quasi-appraisal” remedy whereby shareholders who elected appraisal must opt in to the proceeding and escrow part of their merger proceeds. The Court held that the appropriate remedy entitled minority shareholders “to participate in a quasi-appraisal class action to recover the difference between ‘fair value’ and the merger price,” without the opt-in or escrow requirements.