When must an appraisal demand follow notice in a Delaware nonmeeting transaction?

Under section 262(d)(2), an eligible holder ordinarily demands appraisal within twenty days after the appraisal-rights notice is given. For a section 251(h) merger, the boundary is the later of offer consummation and twenty days after notice. The applicable first and second notice requirements must also be established.

Responsible actor. The holder or qualifying beneficial owner demanding appraisal in the applicable nonmeeting transaction.

Identify the actual statutory approval route and appraisal eligibility.

Establish when notice was given and whether it included the effective date.

For section 251(h), obtain the actual offer-consummation event before choosing the later boundary.

Identify section 228, 251(h), 253 or 267 approval, appraisal eligibility, actual notice and the required holder or beneficial-owner facts. Do not substitute a meeting vote or assume the notice-only limb controls a tender-offer merger.

1. The effective giving of the appraisal-rights notice, plus offer consummation for the section 251(h) branch
2. Resolve the approval mechanism before counting. Establish the ordinary twenty-day notice component and, for section 251(h), compare it with actual offer consummation. This company demand does not acquire a Court mail addition or automatic court-closure extension.
3. Deliver the compliant demand to the designated entity or expressly designated electronic system. Preserve the holder or beneficial-owner details, shares, continuous-ownership facts, demand receipt and the actual notice and offer records.

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 preset collects only one date and cannot determine the statutory approval route, offer comparison and coupled notices. No computed or paid date is supplied.

Fictitious tender-offer comparison. If the offer consummates after the established notice-plus-twenty component, offer consummation controls that comparison. If it consummates earlier, the notice component controls. A different approval route does not acquire this offer limb merely because it has a twenty-day demand period.

The preset collects only one date and cannot determine the statutory approval route, offer comparison and coupled notices. No computed or paid date is supplied.

First and second notices

Subsection (d)(2) distinguishes notice before effectiveness from the surviving entity’s notice within ten days after effectiveness. If the first notice omitted effectiveness, the additional effective-date notice must satisfy the applicable branch.

Beneficial-owner demand

Subsection (d)(3) requires specified ownership, record-holder, share and documentary information. A beneficial owner’s ordinary email or brokerage message does not establish a compliant demand.

Tender-offer comparison

Section 251(h) uses the later offer-consummation or notice-plus-twenty boundary. The demand date cannot be derived from notice alone.

• Identify section 228, 251(h), 253 or 267 approval, appraisal eligibility, actual notice and the required holder or beneficial-owner facts. Do not substitute a meeting vote or assume the notice-only limb controls a tender-offer merger.
• The preset collects only one date and cannot determine the statutory approval route, offer comparison and coupled notices. No computed or paid date is supplied.

• Identify the actual statutory approval route and appraisal eligibility.
• Establish when notice was given and whether it included the effective date.
• For section 251(h), obtain the actual offer-consummation event before choosing the later boundary.
• Subsection (d)(2) distinguishes notice before effectiveness from the surviving entity’s notice within ten days after effectiveness. If the first notice omitted effectiveness, the additional effective-date notice must satisfy the applicable branch.
• Subsection (d)(3) requires specified ownership, record-holder, share and documentary information. A beneficial owner’s ordinary email or brokerage message does not establish a compliant demand.
• Section 251(h) uses the later offer-consummation or notice-plus-twenty boundary. The demand date cannot be derived from notice alone.