When must a Delaware appraisal petition be filed?

Section 262(e) permits the surviving, resulting or converted entity, or an otherwise eligible person who complied with subsections (a) and (d), to commence the appraisal proceeding within 120 days after transaction effectiveness. Commencement requires filing the petition in the Court of Chancery. An appraisal demand sent to the entity is a separate act.

Responsible actor. The surviving, resulting or converted entity, or a qualifying person seeking appraisal.

Obtain the transaction’s effective-date record and identify the applicable statutory transaction branch.

Verify the claimant’s continuous holding, voting position and perfected demand under subsections (a) and (d).

Identify whether the petitioning actor is the entity or another qualifying person.

Establish actual effectiveness, appraisal entitlement and a perfected demand where required. Do not substitute the vote, notice receipt or tender-offer date. Listed-share dismissal conditions, applicable transaction versions and any actual Court order require separate review.

1. The established effective date of the transaction eligible for section 262 appraisal
2. Exclude the effective date. Count 120 calendar days, including intermediate weekends and holidays. Chancery Rule 6(a) applies to this statutory Court-proceeding period. Its final Saturday, Sunday or legal holiday receives next-open-day treatment. Actual Register inaccessibility requires separate proof. No participant mail addition attaches to an effectiveness-based clock.
3. File the petition demanding valuation in the Court of Chancery. Preserve the accepted filing and required fee or authorized fee treatment. Serve a filed petition under the applicable Court process. The entity must include the verified list with its own petition; another claimant’s petition starts a different served-entity list obligation.

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 Court calculation uses the published 2026 statewide holiday schedule. The 2027 named dates are projections under 1 Del. C. § 501, including Friday, December 31, 2027 as the observed January 1, 2028 holiday. Future Governor appointments, actual additional closures and amendments require separate review. Sussex Return Day afternoon is not treated as a statewide full-day closure.

Reviewed coverage combines the current Delaware Code with the retained June 1, 2026 Chancery compilation. Supported calculators cover established events and final dates from June 1, 2026 through December 31, 2027. This editorial boundary is not statutory commencement or a finding of lateness. Earlier events, backward periods crossing the boundary and later results require renewed edition review. No computed or paid date is supplied outside this coverage.

Fictitious example

Fictitious eligible claimant who completed the required demand and ownership conditions. No separate order changes the petition period.

Fictitious established facts. These examples do not establish entitlement, completed corporate acts or filing, legally effective service, applicable statutory version or an extension. Establish actual effectiveness, appraisal entitlement and a perfected demand where required. Do not substitute the vote, notice receipt or tender-offer date. Listed-share dismissal conditions, applicable transaction versions and any actual Court order require separate review.

Appraisal entitlement

Not every share or transaction carries appraisal rights. Subsections (a), (b) and (c) govern entitlement and relevant market-out or charter branches. The calculator does not determine those facts.

Listed-share dismissal

Subsection (g) requires dismissal for listed shares unless the specified share-percentage or consideration threshold is satisfied, or the merger follows section 253 or 267. Filing within 120 days does not establish that exception.

No timely petition

Subsection (k) states that appraisal rights cease if a petition is not filed within subsection (e)’s time. Do not treat a demand or an extension request as a filed petition.

Editorial coverage

Reviewed coverage combines the current Delaware Code with the retained June 1, 2026 Chancery compilation. Supported calculators cover established events and final dates from June 1, 2026 through December 31, 2027. This editorial boundary is not statutory commencement or a finding of lateness. Earlier events, backward periods crossing the boundary and later results require renewed edition review. No computed or paid date is supplied outside this coverage.

• Establish actual effectiveness, appraisal entitlement and a perfected demand where required. Do not substitute the vote, notice receipt or tender-offer date. Listed-share dismissal conditions, applicable transaction versions and any actual Court order require separate review.
• The date is limited to this stated component and its established facts.

• Obtain the transaction’s effective-date record and identify the applicable statutory transaction branch.
• Verify the claimant’s continuous holding, voting position and perfected demand under subsections (a) and (d).
• Identify whether the petitioning actor is the entity or another qualifying person.
• Not every share or transaction carries appraisal rights. Subsections (a), (b) and (c) govern entitlement and relevant market-out or charter branches. The calculator does not determine those facts.
• Subsection (g) requires dismissal for listed shares unless the specified share-percentage or consideration threshold is satisfied, or the merger follows section 253 or 267. Filing within 120 days does not establish that exception.
• Subsection (k) states that appraisal rights cease if a petition is not filed within subsection (e)’s time. Do not treat a demand or an extension request as a filed petition.
• Rule 5(c)(2)(B) treats a self-represented paper filing as filed when delivered to the Register in Chancery with the required fee. Mailing alone is not delivery. Under Rule 5(d), an original complaint or notice of appeal is electronically filed by midnight. A paper in a summary proceeding or an action actually ordered expedited is served or filed by midnight. Other papers in other actions use 5 p.m. Delaware local time. Establish the actual branch and preserve the completed filing receipt. Rule 5(e) relief for a failed electronic attempt requires satisfactory proof and the Court’s determination. An unsuccessful attempt does not automatically extend the date.