Rhode Island Section 262 of the Delaware General Corporation Law

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This is a multi-state form covering the subject matter of the title.

Rhode Island is not directly related to Section 262 of the Delaware General Corporation Law, as Rhode Island refers to a different state. However, if you are interested in understanding Section 262 of the Delaware General Corporation Law, here is a detailed description with relevant keywords: Section 262, also known as the "Appraisal Rights" provision, is a crucial statute under the Delaware General Corporation Law (DCL) that grants shareholders the right to demand fair value for their shares following specific corporate transactions. It applies to Delaware corporations involved in mergers, consolidations, and certain other transactions as outlined in the statute. The purpose of Section 262 is to safeguard shareholders' interests by providing an avenue for them to dissent from a corporate action that they believe undervalues their shares. The section ensures that shareholders have the opportunity to exit a transaction at a fair price, rather than being forced to accept the terms proposed by the corporation. It acts as a critical protection mechanism for minority shareholders in particular. The applicability of Section 262 extends to several types of transactions, including mergers, consolidations, and exchanges, wherein the outstanding stock of the corporation will be changed or converted. It also covers transactions where the stockholders' rights will be altered or modified. There are certain conditions that must be met for a shareholder to exercise appraisal rights under Section 262. Firstly, the shareholder must be the record holder of the shares, meaning they must hold the shares in their own name rather than through a broker or nominee. Additionally, the shareholder must neither vote in favor of the transaction nor consent thereto in writing prior to exercising appraisal rights. Once the shareholder satisfies the eligibility criteria, they have the right to provide the corporation with a written notice of their intent to demand an appraisal. The appraisal process involves the court determining the fair value of the shares as of the day before the corporate action took effect. The court's decision typically considers various factors, such as the company's financial statements, market conditions, and potential synergies resulting from the transaction. It's important to note that while this description focuses on Section 262 of the Delaware General Corporation Law, Rhode Island may have its own laws pertaining to corporations. Any references to Rhode Island in relation to Section 262 are not applicable, as the statute pertains solely to Delaware corporations.

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Section 266: Stockholder Approval of Conversions. Delaware now permits the conversion of a Delaware corporation to another form of entity, including a foreign corporation, with only the approval of a majority of its stockholders.

Section 262 of the DGCL has been amended to (i) expand the transactions pursuant to which statutory appraisal rights are available in order to include transfers, domestications, and continuances and (ii) require that withdrawal of a demand for appraisal rights be made within 60 days following the effective date of the ...

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.

Section 362 - Public benefit corporation defined; contents of certificate of incorporation (a) A public benefit corporation is a for-profit corporation organized under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and ...

(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 ...

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 ( ...

(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more limited liability companies, unless the laws of the jurisdiction or jurisdictions under which such limited liability company or limited liability companies are formed prohibit such merger or consolidation.

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Exhibit (f). DELAWARE GENERAL CORPORATION LAW. Section 262 Appraisal Rights. (a) Any stockholder of a corporation of this State who holds shares of stock on ... CHAPTER 1. General Corporation Law. Subchapter IX. Merger, Consolidation or Conversion. § 251. Merger or consolidation of domestic corporations [For application ...Delaware General Corporation Law Section 262 does not confer appraisal rights upon the stockholders of a Delaware corporation selling all or substantially ... Aug 2, 2010 — ... Section 262(h) of the Delaware General Corporation Law. Section 262(h) requires a court to "determine the fair value of the shares exclusive ... Jul 10, 2014 — The notice must include a copy of Section 262 for the shareholders to ... Other states have adopted the Model Business Corporation Act (MBCA). Jan 20, 2022 — ... a judicial appraisal is not among those fundamental features that cannot be waived. Accordingly, Sec. 262 of the General Corporation Law ... 262 of the General Corporation Law does not prohibit ... Delaware corporation with its principal place of business in California cannot rely on Sec. complete liquidation is covered by corporate code sections on dissolutions. See ABA ... section [of the Delaware General Corporation Law] is legally independent,. by M Siegel · 2011 · Cited by 32 — In contrast, section 262(h) of the Delaware statute requires the court to determine the fair value in an appraisal proceeding,27 and section 262 ... Code 4318, 4319, and 4321 or a law of Delaware other than Chapter 43, Subchapter II. ... Rhode Island; South Carolina; South Dakota; Tennessee; Texas; Utah ...

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Rhode Island Section 262 of the Delaware General Corporation Law