Appraisal rights in NY are available for which actions?

• A. All of the above
• B. Merger, consolidation, share exchange
• C. Amendment to CI affecting SH rights
• D. Sale of substantially all assets

Answer: (A)

Appraisal rights exist to protect shareholders who oppose a fundamental change in the corporation that affects their rights as owners. In New York, these rights attach to actions that require shareholder approval and that alter the terms or the structure of the shares. Specifically, a dissenting shareholder may demand payment of the fair value of their shares in a merger or consolidation, in a share exchange, in the sale, lease, or exchange of all or substantially all of the corporation’s assets, and in amendments to the certificate of incorporation that materially affect shareholders’ rights. Because each of these actions changes the rights or value associated with the stock, dissenters can pursue appraisal. Therefore, all of these scenarios trigger appraisal rights.