Appraisal rights are available to dissenting shareholders in which situations?

• A. Opposing a plan of merger or consolidation in which the corporation is a party.
• B. Opposing the transfer or disposition of all or substantially all of the assets not in the regular course of business, other than a cash dissolution transaction.
• C. Opposing certain amendments to the certificate of incorporation that alter, abolish, or impair shareholder preferential rights, redemption rights, preemptive rights, or that exclude or limit voting rights.
• D. All of the above

Answer: (D)

Appraisal rights are triggered when a corporation takes actions that fundamentally affect shareholders’ interests. Under New York law, a dissenting shareholder can seek appraisal if the company engages in any of these: a plan of merger or consolidation in which the corporation is a party; the disposition of all or substantially all of the corporation’s assets not in the ordinary course of business (excluding a cash dissolution); or amendments to the certificate of incorporation that alter, abolish, or impair shareholder rights such as preferences, redemption rights, preemptive rights, or voting rights. Because each of these categories qualifies for appraisal rights, all listed situations support the right. If pursuing appraisal, the shareholder follows a statutory process to obtain the fair value of their shares, often involving written dissent and a potential court determination of value.