United States · Delaware corporate appraisal
When must the surviving entity give an appraisal claimant notice of the transaction's effective date?
Under 8 Del. C. 262(d)(1), the surviving, resulting or converted entity notifies the qualifying demanding stockholders and beneficial owners of transaction effectiveness within ten days after the effective date. This company notice follows the meeting-approval route. It is separate from the earlier appraisal-rights notice and from a claimant's Court petition.
- Period
- Ten calendar days after transaction effectiveness
- Trigger
- The established effective date of the transaction governed by section 262(d)(1)
- Rule
- 8 Del. C. § 262(d)(1)
Current Delaware Code section 262 and retained Chancery rules reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction before relying on the nominal calculation.
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Which established event governs this requirement?
Under 8 Del. C. 262(d)(1), the surviving, resulting or converted entity notifies the qualifying demanding stockholders and beneficial owners of transaction effectiveness within ten days after the effective date. This company notice follows the meeting-approval route. It is separate from the earlier appraisal-rights notice and from a claimant's Court petition.
Responsible actor. The surviving, resulting or converted entity responsible for the statutory effective-date notice.
Obtain the transaction's actual effective-date record rather than substituting the stockholder vote, public announcement or another holder's receipt date.
Establish that the transaction follows subsection (d)(1)'s meeting route and identify the qualified demanding recipients.
Separate the premeeting notice of available appraisal rights, the holder's demand before the vote and this later notice of effectiveness.
Establish the meeting-approval route, actual transaction effectiveness and recipients who meet section 262(d)(1), including qualifying beneficial-owner demands under subsection (d)(3). A consent, tender-offer or short-form transaction requires the separate subsection (d)(2) analysis. This nominal ten-day calculation does not establish appraisal entitlement or completed notice.
8 Del. C. § 262(d)(1)How is this corporate calendar-day component counted?
- The established effective date of the transaction governed by section 262(d)(1)
- Count ten calendar days after the established effective date. Do not omit intermediate Saturdays, Sundays or holidays using Chancery Rule 6(a). That rule's statutory scope addresses events in Court proceedings. The encoded corporate rule leaves the nominal final date unchanged for review. It does not promise an automatic extension when that date falls on a weekend, holiday or court-closure day.
- Give the statutory effective-date notice to the required recipients and preserve the notice, recipient list and evidence of the applicable completed delivery. A notice to an attorney or a public announcement does not establish notice to every required claimant. Confirm the applicable statutory delivery method. Court filing, clerk receipt and court opening hours do not complete this corporate act.
Current Delaware Code section 262 and retained Chancery rules reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction before relying on the nominal calculation.
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.
8 Del. C. § 262(d)(1)What do independently derived examples show?
Fictitious example
Fictitious meeting-approved transaction. Effectiveness, qualifying demanding recipients, corporate notice method and applicable version are separately established.
| Step | What is counted | Date |
|---|---|---|
| Established event | The established effective date of the transaction governed by section 262(d)(1) | Tuesday, September 1, 2026 |
| Ordinary component | Event on Tuesday, September 1, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Friday, September 11, 2026 |
| Weekend or holiday variant | Event on Wednesday, September 2, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Saturday, September 12, 2026 |
| Weekend or holiday variant | Event on Thursday, September 3, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Sunday, September 13, 2026 |
| Weekend or holiday variant | Event on Friday, August 28, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Monday, September 7, 2026 |
| Weekend or holiday variant | Event on Tuesday, December 15, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Friday, December 25, 2026 |
| Material branch | Event on Saturday, December 26, 2026. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Tuesday, January 5, 2027 |
| Weekend or holiday variant | Event on Tuesday, December 21, 2027. Ten calendar days after the established corporate event. No court short-period exclusion or automatic court-closure extension. | Friday, December 31, 2027 |
Fictitious established facts. These examples do not establish entitlement, completed corporate acts or filing, legally effective service, applicable statutory version or an extension. Establish the meeting-approval route, actual transaction effectiveness and recipients who meet section 262(d)(1), including qualifying beneficial-owner demands under subsection (d)(3). A consent, tender-offer or short-form transaction requires the separate subsection (d)(2) analysis. This nominal ten-day calculation does not establish appraisal entitlement or completed notice.
Try these dates in the calculatorWhich qualifications change this particular requirement?
- Qualified demanding recipients
- The notice obligation identifies the stockholders who complied with subsection (d)(1) and did not vote for or consent to the transaction, plus beneficial owners who demanded under subsection (d)(3). Sending a general announcement does not establish this recipient list.
- Different approval routes
- Subsection (d)(2) supplies a distinct notice and demand framework for section 228, 251(h), 253 or 267 transactions. Its first and second notices and tender-offer comparison cannot be substituted for this meeting-route notice.
- Effective corporate notice
- For a notice to a corporate stockholder, check the applicable section 232 method, address and electronic-notice qualifications. Mail, courier and email do not necessarily become effective at the same event. Do not assume a court eFiling notification gives this statutory notice.
- No court counting shortcut
- Chancery Rule 6(a)'s short-period exclusion applies to its specified Court proceedings. This corporate notice does not acquire the court's omitted weekends, mail addition or closure extension merely because an appraisal petition may later be filed.
- 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 the meeting-approval route, actual transaction effectiveness and recipients who meet section 262(d)(1), including qualifying beneficial-owner demands under subsection (d)(3). A consent, tender-offer or short-form transaction requires the separate subsection (d)(2) analysis. This nominal ten-day calculation does not establish appraisal entitlement or completed notice.
- The date is limited to this stated component and its established facts.
Which corporate acts and records must be completed?
Questions about this particular appraisal requirement
When must the surviving entity give an appraisal claimant notice of the transaction's effective date?
Does the meeting date start this ten-day clock?
No. Section 262(d)(1) uses the transaction's effective date for this notice. The separate premeeting appraisal-rights notice runs backward from the meeting, and the stockholder demand precedes the vote.
8 Del. C. § 262(d)(1)Premeeting appraisal-rights noticeDo weekends disappear because the period is only ten days?
No court short-period exclusion is applied to this corporate notice. The calculator counts ten calendar days. For a September 1, 2026 effective date, the nominal tenth day is September 11, rather than the court model's September 16.
8 Del. C. § 262(d)(1); Ct. Ch. R. 6(a)Appraisal petition after effectivenessDoes a Saturday final date automatically move to Monday?
This calculation does not apply an automatic corporate last-day extension. A September 2, 2026 effective date produces a nominal September 12 date, which remains Saturday. Establish any separate legal basis for an extension and completed corporate notice. A closed court does not itself extend this company obligation.
8 Del. C. § 262(d)(1); Ct. Ch. R. 6(a)Appraisal-demand withdrawalDoes sending this notice preserve the claimant's appraisal petition?
The entity's ten-day notice is separate from the claimant's section 262(e) petition. The ordinary petition component runs for 120 days after effectiveness. This notice calculator does not decide demand perfection, petition entitlement or timely Court filing.
8 Del. C. § 262(d)(1), (e)Premeeting appraisal-rights noticeOfficial sources and review
Provisions used (8)
| Provision | Purpose |
|---|---|
| 8 Del. C. § 262(d)(1) | This requirement’s actor, statutory event, period and qualifications |
| 8 Del. C. § 262(d)(1), (3) | The separately mapped notice, delivery, holiday, record-date or neighboring procedure |
| 8 Del. C. § 262(d)(2) | The separately mapped notice, delivery, holiday, record-date or neighboring procedure |
| 8 Del. C. § 232(a), (b) | 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 |
| 8 Del. C. § 262(d)(1); Ct. Ch. R. 6(a) | The separately mapped notice, delivery, holiday, record-date or neighboring procedure |
| 8 Del. C. § 262(d)(1), (e) | The separately mapped notice, delivery, holiday, record-date or neighboring procedure |
| Ct. Ch. R. 4, 5(c)–(e), 6(a),(c) | Court filing and counting boundaries, and why corporate acts remain distinct |