In Re GGP, Inc. Stockholder Litigation

Summary

The court held that the transaction’s pre-closing dividend was merger consideration for appraisal purposes, but that its mandatory receipt did not waive otherwise eligible stockholders’ appraisal rights. The court nevertheless concluded that the proxy materially misled stockholders by suggesting that appraisal applied only to the small residual merger payment rather than to GGP before the transaction mechanics occurred. It affirmed dismissal of some claims, reversed dismissal of the disclosure and aiding-and-abetting claims, and remanded for further proceedings.