Para 4: If you elect to demand appraisal of your shares of Class A Comman Stcok, you must deliver to the Company a written demand.... before the vote is taken to approve merger. That demand must be executed by or on behalf of the stcokholder of record and must reasonably identify the holder of record.
So VOTE AGAINST!
Send a letter to Clearwire and your broker stating your intent to seek appraisal rights!
Read the material and make reasonable attempt to comply! - the court will recognize your GOOD FAITH attempt to comply !
$8+ NO LESS
It was 10-15 years ago but I did exercise my appraisal rights once (not in Delaware). I was the only shareholder who did it and I did the legal and appraisal work myself although I did speak to a handful of attorneys for advice along the way. It was hundreds of hours of work and to hire he professionals to do he work would have been tens of thousands (maybe more) in my simple situation (CLWR isn't simple)..
In my situation, the company offered significantly less than what shareholders got initially and it wasn't until I prepared the complaint and was getting ready to file and serve them before they got serious and we settled on reasonable terms. As I said, it was hundreds of hours of work preparing the appraisals, learning the law, preparing the complaint and then working with the company and its attorneys. I was ready to go to court but I was not looking forward to it.
Sprint will overwhelm you so unless you have the background and enjoy the work you do not want to exercise your appraisal rights UNLESS Crest agrees to absorb the legal/appraisal fees on a basis where you stand a chance to make money and they agree you settle together. I don't know Delaware law, maybe Sprint can't split up dissenters and settle separately but the worst situation would be that they settle with Crest for one figure and give you pennies because they know you can't afford to go to court.
You might wind up in court for years too and during that time you will have "dissenters rights" hat are not liquid in nature.
One point to be made here:
The rights of the corporate entity versus common shareholders and other classes of stock, is determined in the bylaws of the corp. However, the laws of the state and country jurisdiction have precedent unless deferring to the corp, government agencies, surrounding pertinent legal precedent.
That is all to say: What companies tell you are your rights may not present the further rights you may have under the law. In this case, my interpretation of the Delaware law is that those who fail to send an appraisal request may still seek remedy via a the status of having refused Clearwire's offer. However, the best defense is often an offense, and this simple step helps assure a full extent of the law position.
Their stated place of business, as stated on the Notice of Meeting is a legal address:
1475 120th Avenue Northeast
Bellevue, Washington 98005
In your letter State total number of shares voting against, state your name as stated on the account and the name of your broker. Suggest you vote online with proxyvotedotcom and follow-up by mailing signed proxy card (keep a copy) showing ALL AGN (against) votes. Be sure to state that this letter constitutes your Written Demand for Approaisal.
Add fk u Clearwire BOD and Hesse/Sprint to the signatory line of your letter!
$8+ NO LESS!!!!
The proxy is independent to the the appraisal rights in that you do not have to vote the proxy in order to have or proceed with the appraisal rights. If you are a current shareholder of record or hold shares in an instrument that directly proportions share rights and if, for some reason, you are not sent a proxy statement, your vote is counted as a 'No', Gold Ballot vote on all counts/measures of the ballot.
To assure rights under the shareholder's appraisal rights, you should send to the address previously posted here the following information:
Your legal name/name of record on at your broker
Mailing or PO box address
Address of record with your broker if different
Number of shares and dates held (within the dates valid for the ballot)
If held inside a trust or other instrument but of which you are an owner of record for proportional shares, list the instrument and proportion of rights held. Clearwire likely won't do more compile your information on their list to provide as required to the court, however, having it in the letter helps secure proper standing.
Best to send registered, return receipt or via registered courier.
You are apparently right... or safe: the courts have issued rulings that indicate that having voted no the an acquisition, merger, or other liquidation of a class of shares is preserved by having voted against the action. However, the Delaware law confirms what you have said, see ( sec. 262 appraisal rights URL delcode.delaware.gov/title8/c001/sc09/ ).
The law goes on to say that the appraisal rights are maintained, however, to avoid the chance of being unclear to the court, it makes sense to write a demand letter as you indicate.
..a reading of the law shows the basic steps starting with sending a demand letter. The company must then compile a list of those who have demanded AR and send it to the Chancery Court. Some party must file a request, assumed to be Crest, and other holders of the same class of stock would enjoin that action. It looks like the court would take the list from the company and you would be included in the action if for the same class of stock, however, confirming that or sending a request to the court might help assure that. You can remove your request, such as to accept the original offer or a latter settlement. However, if not removed and the action goes forward, you become subject to the courts determination... which, as stated, could be higher, equal to, or lower than the offer amount and subject to court and other legal costs.
Good information Indano. I'd like to add the following guidance taken from page 175, last paragraph;
IN VIEW OF THE COMPLEXITY OF SECTION 262 OF THE DGCL, THE COMPANY'S STOCKHOLDERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD CONSULT THEIR LEGAL AND FINANCIAL ADVISERS.
In summary, call your broker if unsure on how to proceed......