This chapter provides an overview of modern appraisal litigation, describes a backlash among defendants and their advisors, and evaluates the chief potential argument levied against appraisal. The principal justification for appraisal is that, at the margin, it deters transactions that would deliver too little value to stockholders, as compared to remaining independent. The available evidence suggests that appraisal can serve this deterrence function better than other forms of merger-related litigation.
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