Oregon Section 262 of the Delaware General Corporation Law, commonly referred to as the "appraisal rights statute," is a crucial provision that protects shareholders' rights in the state of Delaware when a merger or consolidation takes place. Under this statute, shareholders of a corporation who dissent from a proposed merger or consolidation have the right to have their shares appraised by the court. The purpose of this provision is to ensure that shareholders receive fair value for their shares, even if they do not support or agree with the merger or consolidation. The appraisal process starts with the dissenting shareholder providing written notice to the corporation before the shareholder vote on the proposed transaction. Then, after the transaction is approved, the dissenting shareholder must follow certain procedures to perfect their appraisal rights, including filing a petition for appraisal within a specified timeframe. Once the petition is filed, the court determines whether the shareholder is entitled to an appraisal and proceeds with the valuation process. The court has the authority to engage appraisers, experts, and other professionals to assist in determining the fair value of the dissenting shareholder's shares. The court considers various factors in determining fair value, including the company's intrinsic value, market value, and any other factors it deems relevant. The court's valuation may differ from the merger price, providing protection to dissenting shareholders who believe their shares are undervalued in the transaction. Different types of Oregon Section 262 of the Delaware General Corporation Law include: 1. Pre-merger appraisal rights: Shareholders have the right to dissent from a proposed merger or consolidation before the shareholder vote and demand an appraisal. 2. Petition for appraisal: After the event, dissenting shareholders must formally petition the court for appraisal within the specified timeframe. 3. Valuation process: The court engages appraisers and professionals to determine the fair value of the dissenting shareholder's shares, considering various factors relevant to the valuation. 4. Judicial review: The court's valuation may differ from the merger price, providing an opportunity for shareholders to challenge the fairness of the transaction and seek appropriate compensation. In summary, Oregon Section 262 of the Delaware General Corporation Law safeguards shareholders' appraisal rights during a merger or consolidation. It allows dissenting shareholders to demand an appraisal, navigate a valuation process, and potentially receive fair value for their shares, establishing a mechanism that ensures their protection and enhances corporate governance transparency.
Oregon Section 262 of the Delaware General Corporation Law
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How to fill out Section 262 Of The Delaware General Corporation Law?
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Section 265 - Conversion of other entities to a domestic corporation (a) As used in this section, the term "other entity" means a limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business including a partnership ( ...
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The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in United States corporate law.
Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting in the form of a writing or electronic transmission shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy ...
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A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.