There is a benefit to the appraisal process in that it is well-defined and somewhat predictable and rational. In a state with less clear process or case law, a

There is a benefit to the appraisal process in that it is well-defined and somewhat predictable and rational. In a state with less clear process or case law, a dissenting shareholder's path of recourse against a transaction they disagreed with is shareholder litigation, which is costly and may result in a jury trial with very unpredictable results. The DE appraisal process means both sides know what will happen if a shareholder dissents to a transaction, and there is generally confidence that the DE appraisal process is rational. That mitigates some of the risk of shareholder litigation with unpredictable cost and outcome. If you are a shareholder in a company going through a transaction in which there might be other shareholders that dissent, you definitely prefer the predictability of DE.