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Appraisal Rights Litigation Blog

Category Archives: Drag-Along Rights

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Can Drag-Along Provisions Eliminate Appraisal Rights [Part 2]?

Posted in Drag-Along Rights, Preferred Stock, Waiver of Appraisal Rights

As we have posted previously, whether a voting agreement, or so-called drag-along provision, can be successfully enforced to prevent common stockholders from seeking appraisal is an open question in the Delaware courts.  And so it remains, even in the wake of Halpin v. Riverstone National, Inc., (Del. Ch. Feb. 26, 2015), in which the Court… Continue Reading

Can Drag-Along Provisions Be Used To Stifle Appraisal Rights?

Posted in Drag-Along Rights, Waiver of Appraisal Rights

The question of whether voting agreements, or so-called drag-along provisions, in stockholder agreements can be used to prevent a dissenter from exercising appraisal rights has not been tested in the courts.  Such clauses are often included in stockholders agreements to secure advance shareholder consent to such corporate actions as a sale of the company.  Prospective… Continue Reading