rationale: controller forfeit the benefit of that limited review and exclusive remedy and exclusive remedy
stock structure in Gassman
form: difference between fair value and the merger price without having to \"opt-in to that proceeding or to escrow any merger\"
violation
Berger v. Pubco Corp. (grant right to quasi - appraisal)
(1) court may consider proof of value by any techiniques or methods which are generally considered acceptable
Scope: factual info. material to that decision
UXC
(2)fair value shall be based on \"all relevant factors\
Trial - Holding: 1. no misstatement or omission in Prospectus 2. EF not applicable in context of short form 3. remedy limited to appraisal right
Duty of Disclosure
Reaffirm Weinberger's statements on scope of appraisal
Rationale: exclusive if refusing to accept the consideration
DGCL Provision on short form merger
Del. C 253 (a) - Statutory short form merger 1. condition：at least 90% of shares of Corp. A owned by Corp. B.2. Triggerring: board approval + filing and record of the certificate 3. distinct requirement on content on the certificate filed in context of either 90% or all owned by Corp.B Del. C. 253 (d) - appraisal right under short form merger1. condition: : not all owned by Corp. B 2. grant of appraisal right (referring to 262)
Unocal
96%
(3) Plainttif's monetary remedy ordinarily should be confined to the more liberalized appraisal proceeding herein established
Glassman
NOTEs:1. Parent-subsidiary freezeout+\"short form\" merger2. See the conflict - Absolute FD subject to EF v. relaxed statutory requirement for \"short form\" attempt to reconcile in Glassman3. Relaxed statutory requirement: summary process without SH approval no chance of \"fair dealing\" under examination of EF
rationale: facilitating the transaction through guaranteeing the control of timing and the certainty of the result
Valuation in Appraisal
