To demand appraisal, at least in Delaware (and to our understanding, the Cayman Islands as well), a shareholder must do more than simply dissent (or at least not vote “for”) the transaction. A shareholder must ‘perfect’ their appraisal rights – in effect, they must take certain mechanical steps to actually demand appraisal.

But because of the arcana of how stock is actually held in the United States (and some other jurisdictions), demanding appraisal is not always the simplest task. As background: in the US, the vast majority of stock is held in “street name” and in “fungible bulk.” This means that the beneficial owner – what we would call the “shareholder” in common parlance – is not the “holder” of much at all: only a book entry in an account with their broker or similar institution. That institution, in turn, holds a book entry with the Deposit Trust & Clearing Corporation (DTCC). (Even this description is oversimplified, as there are additional entities, including Cede & Co., involved in the process as nominees.)

DTCC, or its nominees, is generally the “record owner” of the shares  at issue – and thus, as a technical matter, the one who actually ‘demands appraisal’ on behalf of the beneficial owner.

The process itself can be complicated, and counsel is almost always involved in generating the necessary documents to get DTCC’s internal processes moving.

But DTCC itself anticipates that it will be involved in the mechanics of the appraisal process and makes some information and several forms available on its website that can help counsel, and investors alike in understanding the mechanics of the process.

In particular, DTCC offers proxy services that an appraisal claimant may need, a review of those services here. It also offers form letters for DTCC communications, including appraisal demands.

One practical consideration for any person in the appraisal space is that interacting with DTCC can take time. And since appraisal demands generally must be made during a specific and relatively limited time period, the need to build in time for DTCC to act is critical in preparing the appraisal campaign.

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