EMC Insurance Group, Inc. v. Shepard
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The Supreme Court affirmed the judgment of the district court granting summary judgment against an investor on grounds that he failed to exercise his appraisal rights in a merger, holding that the investor failed validly to exercise his appraisal rights that had been extinguished.
The investor, the beneficial owner of 1.1 million shares, received $39.6 million when the merger transaction closed. The investor objected to the merger and sought to exercise his appraisal rights, but he never obtained the written consent of the record shareholder. The corporation brought this declaratory judgment action. The district court granted summary judgment for the corporation. The Supreme Court affirmed, holding (1) lacking the record shareholder's consent, the investor lost his right to an appraisal; and (2) the investor's waiver and estoppel arguments failed.
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