Buyer Corporation and Target Corporation are both public companies whose common shares are traded on the New York Stock Exchange. Neither company currently owns any of the stock of the other. Neither is an investment company. Buyer is incorporated in a state that has adopted the MBCA. Target is a Delaware corporation.

The boards of directors of Buyer and Target have agreed to a triangular merger. Merger Sub, a wholly-owned subsidiary of Buyer, will merge into Target, with Target being the surviving company. Target’s articles of incorporation will not be amended in the merger.

Buyer will receive Target common stock for its Merger Sub shares (about 10% of the amount of Target common stock outstanding before the merger). Target’s shareholders will receive two non-voting preferred shares of Target for each Target common share they currently own.  After the merger, neither Target’s common shares nor its preferred shares will be traded on the New York Stock Exchange or any other organized market.

Explain (1) whether Target’s shareholders must vote to approve the merger and (2) whether Target shareholders who dissent will be entitled to appraisal rights. (Do not discuss the steps necessary to perfect those appraisal rights, just whether Target shareholders are entitled to appraisal.)