Corporate Alert: Minority Stockholders Did Not Waive Appraisal Rights When the Company Exercised Drag-Along Rights Following the Merger

Summary: In a recent opinion, Halpin v. Riverstone National, Inc., the Delaware Court of Chancery granted the minority stockholders’ appraisal rights following the consummation of the merger, even though the stockholders had agreed to drag-along rights in the stockholders agreement. The court declined to answer directly whether a common stockholder can, ex ante and by contract, waive appraisal rights in the case of a squeeze-out merger.