Berger v. Intelident Solutions, Inc. (Del. Ch.), read opinion here .
I initially passed over this case for my blog because the court was called upon to apply the substantive law of Florida and I had previously summarized the Supreme Court’s rejection of the argument of the defendants on forum non conveniens. But after reviewing it again I decided to include it for the following reason. The Chancery Court found that due to the absence of Florida case law interpreting the Florida appraisal statute, it needed to apply Delaware law by analogy anyway.
Thus, it provides useful insight into how the Chancery Court would rule on similar facts if Delaware law did control. Here is the quote from the court summarizing why it denied a motion to dismiss due to the notice given for appraisal rights being unfairly short, even if statutorily compliant:
The defendants further contend that the four-business-day notice of the merger given to the minority satisfied Florida’s statutory minimum requirement and, thus, was adequate notice as a matter of law. Reviewing the well pleaded allegations of fact most favorably to the plaintiff and drawing all reasonable inferences in the plaintiff’s favor, the court finds that the complaint adequately alleges that the defendants violated their duty of disclosure despite technical compliance with the statutory notice period.