Konfirst v. Willow CSN Incorporated (Del. Ch. Dec. 14, 2006), read opinion here . In this letter opinion, the court rejected many of the 33 appraisal demands made under 8 Del. C. Section 262 that were challenged by the corporation. Many of the demands were rejected for simply not complying with the deadlines required in the statute and other requirements that a shareholder needs to satisfy in order to perfect appraisal rights. Despite understandable concerns due to the notice being sent by the corporation to an old address (to notify the shareholder of rights and deadlines), resulting in the notice being received by the stockholder much later than would otherwise be the case, the court reasoned that the statutory requirements were not forgiving of such excuses. Even though the missed deadline may not have been due to the fault of the stockholder, the court did not view these excuses as rising to the level of “extraordinary circumstances.” (This is a good reason to make sure the corporation in which a shareholder owns shares has the shareholder’s current address.)
The court also determined other issues related to notice of appraisal under DGCL Section 262 and ruled that proof of mailing by the deadline must be evidenced by a “postmark” not later than the due date and merely a “postage meter date” on the deadline would not satisfy the statutory deadline.
Compare this result with the Chancery decision in Berger v. Intelident, summarized here, which held that even though statutory notice was given by the corporation within the deadline, relief would be granted for other reasons to shareholders claiming that they did not receive adequate notice. A cursory examination of the 2 cases illustrates why the details of cases in Chancery are so important and that is perhaps one of the reasons why the decisions of the court go to great lengths to provide detailed factual descriptions.