Matter of Silverman (Hoe & Co.)

Summary

The New York Court of Appeals considered whether dissenting stockholders in a corporate merger appraisal proceeding waived their right to appeal by surrendering their shares and accepting payment at the appraised value. The court held that acceptance of payment did not bar an appeal challenging the amount of the valuation and reversed the dismissal of the appeal.

Holdings

1. A dissenting stockholder does not waive the right to appeal a controverted appraisal valuation merely by surrendering the stock and accepting payment at the appraised rate, when the appeal challenges only the amount of the award.
2. The appeals of the petitioners who accepted payment should be reinstated.

Questions Presented

1. Whether a dissenting stockholder in a statutory appraisal proceeding waives the right to appeal a disputed stock valuation by surrendering the shares and accepting payment at the appraised rate.
2. Whether section 21 of the Stock Corporation Law permits a dissenting stockholder to accept payment for the shares while continuing to challenge the amount of the appraisal award on appeal.

Disposition

reversed