Meadows

MEMORANDUM OF OPINION AND ORDER

The parties to this appraisal action have submitted for decision the issue whether nine of the named plaintiffs are qualified to exercise their appraisal rights as dissenting shareholders of Bicrodyne Corporation. They agree that this question may be decided by the Court on the present record without a hearing. Based on a review of the record and the controlling California statutes, the Court concludes that the nine plaintiffs whose right to appraisal is in issue have not qualified for appraisal rights.

The Controlling Law

Under section 1300(a) of the California Corporations Code, a shareholder of a “disappearing corporation” in a short-form merger “may, by complying with [the statute], require the corporation ... to purchase for cash at their fair market value the shares owned by the shareholder.” The statutory requirements are set forth in sections 1301 and 1302. None of the nine plaintiffs whose appraisal rights have been challenged by defendant complied with those requirements; their noncompliance is undisputed. These plaintiffs contend that they were unable to comply with the statutory provisions governing perfection of their appraisal…