Modernizing the Stockholder Shield: How Blockchains and Distributed Ledgers Could Rescue the Appraisal Remedy

Abstract

A recent wave of appraisal litigation has highlighted costly flaws in Delaware’s appraisal law. The genesis of the problems stems from dilapidated assumptions about stock ownership and corporate record keeping baked into the Delaware General Corporation Law. Technological advancements, namely distributed ledgers and blockchain technology, promise to bring Delaware’s appraisal law into the twenty-first century while remaining consistent with existing appraisal law. Distributed ledgers and blockchain technology promise lightning fast clearing times, infallible record keeping, and cost-efficient modes of transfer. States, private actors, and laypersons are already recognizing the litany of benefits offered by these technologies. This Note explores the flaws in the current appraisal system, discusses the benefits offered by distributed ledgers and blockchain technology, and demonstrates how blockchain technology can modernize not only corporate record keeping but appraisal litigation as well.