Edited by Sean Griffith, Jessica Erickson, David H. Webber and Verity Winship
Chapter 16: Appraisal as representative litigation
This chapter examines the ways in which appraisal is a form of representative litigation. The author explains that, although appraisal claims cannot be brought as class actions, they are nonetheless a form of collective action. The outcome of an appraisal proceeding binds all dissenting stockholders, not just those who have filed a petition in court, and petitioning stockholders can recover their expenses pro rata from other members of the dissenting group. The representative nature of these suits gives rise to legal questions about control of claims, sharing of expenses, settlement rights, and notice obligations to other dissenters that are familiar but distinct from the class action context. This chapter explores these questions by analyzing the dynamics of an appraisal claim through its life cycle, from the initial decision to dissent to the sharing of expenses following a trial judgment.
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