Which of the Following Was a Finding of the Court

question 18

Multiple Choice

Which of the following was a finding of the court in Shiftan v. Morgan Joseph Holdings Inc., the case in the text involving stock appraisal rights following a merger?

• A) That standard rules of contract interpretation do not apply to the interpretation of certificates of incorporation.
• B) That the doctrine of contra proferentem, meaning that contracts are construed in accordance with standard criteria for contract interpretation, is applied when interpreting certificates of incorporation.
• C) That parol evidence, while often available, is inadmissible when interpreting certificates of incorporation.
• D) That an appraisal proceeding takes into account and considers any relevant element of value arising from the accomplishment or expectation of a merger or consolidation.
• E) That in valuing the stock at issue, the fact that the stock would have been entitled to a mandatory redemption a few months after the merger was irrelevant.

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