United States · Delaware corporate appraisal
When must a corporation notify stockholders that appraisal rights are available before a meeting?
For a meeting-approved transaction carrying section 262 appraisal rights, the corporation notifies the eligible record-date stockholders not less than twenty days before the meeting. The notice includes the prescribed provision copy or a link to a publicly available electronic resource without subscription or cost.
- Period
- A statutory lead of not less than twenty days before the meeting
- Trigger
- The established stockholders’ meeting at which the appraisal-eligible transaction is submitted for approval
- Rule
- 8 Del. C. § 262(d)(1)
Current Delaware Code and retained Chancery compilation reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction. The Court compilation is current through June 1, 2026.
Source guide · No automated date
When must a corporation notify stockholders that appraisal rights are available before a meeting?
The corporate endpoint encoded as clear days is not source-verified. The statutory twenty-day lead is explained without a computed or paid date.
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Which established event governs this requirement?
For a meeting-approved transaction carrying section 262 appraisal rights, the corporation notifies the eligible record-date stockholders not less than twenty days before the meeting. The notice includes the prescribed provision copy or a link to a publicly available electronic resource without subscription or cost.
Responsible actor. The corporation giving the premeeting appraisal-rights notice.
Establish appraisal eligibility and the transaction’s meeting-approval route.
Identify the record date for notice and every qualifying recipient.
Check the actual notice material and the separate demand-before-vote requirement.
Establish that the transaction and shares carry appraisal rights, the notice record date and the meeting route. Do not use this timetable for a subsection (d)(2) transaction or equate this notice with the later notice of effectiveness.
8 Del. C. § 262(d)(1)Which comparisons must be resolved before counting?
- The established stockholders’ meeting at which the appraisal-eligible transaction is submitted for approval
- The statute states a minimum twenty-day corporate lead. The current preset encodes an additional clear-day assumption that has not been reconciled with the statutory endpoint. Court Rule 6 does not establish that corporate assumption. No computed notice date is published.
- Notify the required record-date holders and include the section 262 material, and section 114 material for the specified nonstock circumstance, or the permitted free public link. Preserve the notice contents, recipients, effective notice event and meeting evidence.
Current Delaware Code and retained Chancery compilation reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction. The Court compilation is current through June 1, 2026.
The corporate endpoint encoded as clear days is not source-verified. The statutory twenty-day lead is explained without a computed or paid date.
8 Del. C. § 262(d)(1)What distinguishes these statutory branches?
Fictitious meeting sequence. Establish the meeting and record-date recipients, give the appraisal-rights material with the required lead, and preserve each claimant’s demand before the vote. A later effectiveness notice cannot repair an assumed premeeting timetable. This example supplies no calculated notice date.
The corporate endpoint encoded as clear days is not source-verified. The statutory twenty-day lead is explained without a computed or paid date.
Which qualifications change this particular requirement?
- Copy or free public link
- The notice includes the specified section 262 material, section 114 material where required, or a publicly available electronic resource without subscription or cost.
- Demand precedes the vote
- A holder pursuing the meeting-route appraisal branch must demand in writing before the vote. A vote against the transaction alone is not the prescribed demand.
- Appraisal eligibility comes first
- Subsections (a), (b) and (c) determine whether the shares carry appraisal rights. The notice timetable does not decide a market-out or charter branch.
- Establish that the transaction and shares carry appraisal rights, the notice record date and the meeting route. Do not use this timetable for a subsection (d)(2) transaction or equate this notice with the later notice of effectiveness.
- The corporate endpoint encoded as clear days is not source-verified. The statutory twenty-day lead is explained without a computed or paid date.
Which corporate acts and records must be completed?
Questions about this particular appraisal requirement
When must a corporation notify stockholders that appraisal rights are available before a meeting?
Does the notice go only to holders who already demanded appraisal?
The premeeting notice identifies eligible record-date holders. The later effectiveness notice has its own demanding-recipient condition.
8 Del. C. § 262(d)(1)Meeting-route effectiveness noticeIs a vote against the merger enough to demand appraisal?
No. Subsection (d)(1) requires the written demand before the vote. Confirm the statutory demand and voting conditions separately.
8 Del. C. § 262(d)(1)Merger meeting noticeDoes Chancery’s court counting settle the company’s clear-day endpoint?
No. Rule 6(a)’s statutory scope concerns Court proceedings. The encoded extra clear day remains unverified for this company notice.
Ct. Ch. R. 6(a), (c)General meeting notice windowOfficial sources and review
Provisions used (4)
| Provision | Purpose |
|---|---|
| 8 Del. C. § 262(d)(1) | This requirement’s actor, statutory event, period and qualifications |
| 8 Del. C. § 262(a)–(c) | The separately mapped notice, delivery, holiday, record-date or neighboring procedure |
| Ct. Ch. R. 6(a), (c) | Court filing and counting boundaries, and why corporate acts remain distinct |
| Ct. Ch. R. 4, 5(c)–(e), 6(a),(c) | Court filing and counting boundaries, and why corporate acts remain distinct |