As we discussed in several other lessons, shareholder approval is often required in M&A transactions. But what happens if a shareholder votes against the transaction, and it still gets approved? Does that shareholder have to accept the offered consideration for her shares?

No, not necessarily. Dissenting shareholders who believe the offered consideration doesn’t adequately reflect their shares’ true value often have appraisal rights.

I. Appraisal Right

In certain types of M&A...