In most mergers and acquisitions, stockholders who are cashed out of their shares have the option of dissenting from the deal and seeking the “fair value” of their shares instead of the proposed merger consideration. Such dissenter’s rights have traditionally been a minor consideration for dealmakers, since typically only a small fraction of stockholders have opted to pursue appraisal, and appraisal rights seldom affected the overall economics of a merger.
Several recent developments, however, have created new and more substantial appraisal-related risks for acquiring companies.
