In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation, C.A. No. 2019-0798-JTL

Sears Hometown and Outlet Stores, Inc. (the "Company") was controlled by Edward Lampert through a series of entities. In 2019, shareholders were cashed out at $3.21 per share in a squeeze-out merger.
Some shareholders pursued fiduciary duty claims, alleging the merger was unfair. Cannon Square, LLC (the "Fund") sought appraisal, making it a general creditor post-merger.
The Company and post-merger parent filed for bankruptcy, leaving general creditors (including the Fund) with no recovery.
The Fund joined the ongoing plenary class action, seeking the full difference between fair value and merger consideration, arguing it never got the merger payout.
The court awarded damages of $4.06 per share, offset by merger consideration where applicable. The Fund's entitlement was contested, since it received no merger consideration.
Lampert sought interlocutory appeal after the Remedy Opinion, but this was denied as untimely and unnecessary under Supreme Court Rule 42.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Timeliness of Interlocutory Appeal	Appeal should be considered	Application was made late	Denied as untimely—deadline missed; no good cause to extend
Entitlement of appraisal-seeking stockholder to damages	Fund deserves same damages as class—no offset	Fund should only get increment; offset required	Fund entitled to full damages; no offset, as it received nothing
Whether issue was substantial/material for interlocutory	Remedy Opinion settled key, novel question	Opinion changed settlement dynamics	Not a substantial issue; issue governed by established precedent
Need for interlocutory review pre-final judgment	Immediate review would serve interests	Would conserve resources, settle critical fairness	No exceptional need; appeal can await final judgment

Cede & Co. v. Technicolor, Inc., 542 A.2d 1182 (Del. 1988) (distinguishes between appraisal and fiduciary duty claims, allowing choice of remedy up to judgment)
In re Cornerstone Therapeutics Inc. S’holder Litig., 115 A.3d 1173 (Del. 2015) (outside directors not liable absent bad faith; supports difference in liability among fiduciaries)