2020 Delaware Code
Title 5 - Banking
Chapter 20. Merger, Consolidation or Conversion
§ 2009 Rights of dissenting shareholders.

If any shareholder of an association or federal savings and loan association which becomes a party to a plan of merger, consolidation or conversion shall file with such association or federal savings and loan association, prior to or at the meeting of shareholders at which the plan of merger, consolidation or conversion is submitted to a vote, or in the case of a shareholder of a surviving association which, pursuant to this chapter, becomes a party to a plan of merger without action by its shareholders, shall file, within 20 days after the written notice of such merger has been given as required by this chapter, a written objection to such plan of merger, consolidation or conversion, and shall not vote in favor thereof, and such shareholder, within 20 days after the merger, consolidation or conversion was effected, shall make written demand on the surviving, new or converted association or federal savings and loan association for the payment of the fair value of the shareholder's shares as of the day prior to the date on which the vote was taken approving the merger, consolidation or conversion, or in the case of a surviving association which, pursuant to this chapter, became a party to the merger without action of its shareholders the day prior to the date on which the articles of merger were filed with the Secretary of State, without regard to any depreciation or appreciation thereof in consequence of the merger, consolidation or conversion, the surviving, new or converted association or federal savings and loan association shall pay to such shareholder the fair value of the shareholder's shares upon surrender of the share certificate or other evidence of the shareholder's shares. The demand of the shareholder shall state the number and kind of the shares owned by the shareholder. Any shareholder who fails to file such written objection, or any shareholder who files such written objection and fails to make demand within the 20-day period, shall be conclusively presumed to have consented to the merger, consolidation or conversion, and shall be bound by the terms thereof. If within 30 days after the date on which such merger, consolidation or conversion was affected the value of such shares shall be agreed upon by the dissenting shareholder and the surviving, new or converted association or federal savings and loan association, payment thereof shall be made in cash, within 90 days after the date on which such merger, consolidation or conversion was affected, upon the surrender of the share certificate or other evidence of his shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in such shares or in the association or federal savings and loan association.

If within such period of 30 days the shareholder and the surviving, new or converted association or federal savings and loan association do not so agree, then the dissenting shareholder may, within 60 days after the expiration of the 30-day period, apply, by petition to the Court of Chancery of this State, within the county in which the place of business of the surviving, new or converted association or federal savings and loan association is situated for the appointment by the court of 3 disinterested persons to appraise the fair market value of his shares without regard to any depreciation or appreciation thereof in consequence of the merger, consolidation or conversion. The award of the appraisers, or of a majority of them, when confirmed by the court, shall be final and conclusive. The costs of such appraisal, including a reasonable fee to the appraisers, shall be fixed by the court, and shall be assessed either upon the new, surviving or converted association or federal savings and loan association, or upon the dissenting shareholder, or upon both, in the discretion of the court. The award shall be payable only upon, and simultaneously with, the surrender to the surviving, new or converted association or federal savings and loan association of the share certificate or certificates representing the shares of the dissenting shareholder. If the award shall not be paid by the surviving, new or converted association or federal savings and loan association within 30 days after the award was made by the appraisers, the amount of the award shall be a judgment against the surviving, new or converted association or federal savings and loan association, as the case may be, and may be collected as other judgments in such court are by law collectible. Upon the payment of the award or judgment, the dissenting shareholder shall cease to have any interest in such shares or in the surviving, new or converted association or federal savings and loan association. Unless the dissenting shareholder shall file a petition within the time herein limited, such shareholder, and all persons claiming under him, shall be conclusively presumed to have approved and ratified the merger, consolidation or conversion and shall be bound by the terms thereof. The right of the dissenting shareholder to be paid the fair value of his shares, as herein provided, shall cease if and when the association shall abandon the merger, consolidation or conversion.