Connecticut Section 262 of the Delaware General Corporation Law

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-829
• Format: Word; Rich Text

Description

This is a multi-state form covering the subject matter of the title. Connecticut Section 262 of the Delaware General Corporation Law, commonly referred to as the "appraisal remedy", provides protection to shareholders of corporations incorporated in Delaware who dissent from certain corporate transactions. This section grants shareholders the right to receive a fair value for their shares if they object to the terms of the transaction and choose to exercise their appraisal rights. Under Connecticut Section 262, shareholders can dissent and seek appraisal if a corporation proposes to merge or consolidate with another corporation, or sell, lease, or exchange all or substantially all of its assets. Shareholders who dissent must follow the procedural requirements outlined in the statute, which include providing written notice of their intent within a specified timeframe and demanding appraisal for their shares. The primary purpose of Connecticut Section 262 is to safeguard minority shareholders' interests and ensure they are treated fairly when fundamental changes occur within a corporation. This protection grants shareholders the right to receive fair compensation for their shares, even if the terms of the proposed transaction do not meet their approval. In addition to the main provisions of Connecticut Section 262, there are a few types or variations pertaining to the appraisal remedy. These include: 1. Short-form mergers: This constitutes a merger between a parent corporation and a subsidiary, where the parent already owns at least 90% of the subsidiary's stock. Dissenting shareholders of the subsidiary have limited appraisal rights under Section 262. 2. Intermediate-form mergers: Certain mergers that exempt short-form mergers fall into this category. Shareholders of the subsidiary corporation can avail themselves of the appraisal remedy under Section 262 in these cases. 3. Section 262(e): This subsection governs transactions where a corporation agrees to a merger or consolidation and then subsequently revises the terms of that transaction before it is completed. Shareholders who initially opposed the original terms are given the opportunity to revise their appraisal demands within a specified timeframe. 4. Section 262(f): This subsection addresses the impact of a merger on the rights of shareholders who exercised appraisal rights before the transaction became effective. It prevents these dissenting shareholders from receiving payment for their shares until they duly surrender their stock certificates. Overall, Connecticut Section 262 serves as an important mechanism under the Delaware General Corporation Law that guarantees shareholders the ability to dissent and seek appraisal when they disagree with certain corporate transactions. These appraisal rights are designed to provide a fair valuation of their shares and protect their interests as minority shareholders.

Connecticut Section 262 of the Delaware General Corporation Law, commonly referred to as the "appraisal remedy", provides protection to shareholders of corporations incorporated in Delaware who dissent from certain corporate transactions. This section grants shareholders the right to receive a fair value for their shares if they object to the terms of the transaction and choose to exercise their appraisal rights. Under Connecticut Section 262, shareholders can dissent and seek appraisal if a corporation proposes to merge or consolidate with another corporation, or sell, lease, or exchange all or substantially all of its assets. Shareholders who dissent must follow the procedural requirements outlined in the statute, which include providing written notice of their intent within a specified timeframe and demanding appraisal for their shares. The primary purpose of Connecticut Section 262 is to safeguard minority shareholders' interests and ensure they are treated fairly when fundamental changes occur within a corporation. This protection grants shareholders the right to receive fair compensation for their shares, even if the terms of the proposed transaction do not meet their approval. In addition to the main provisions of Connecticut Section 262, there are a few types or variations pertaining to the appraisal remedy. These include: 1. Short-form mergers: This constitutes a merger between a parent corporation and a subsidiary, where the parent already owns at least 90% of the subsidiary's stock. Dissenting shareholders of the subsidiary have limited appraisal rights under Section 262. 2. Intermediate-form mergers: Certain mergers that exempt short-form mergers fall into this category. Shareholders of the subsidiary corporation can avail themselves of the appraisal remedy under Section 262 in these cases. 3. Section 262(e): This subsection governs transactions where a corporation agrees to a merger or consolidation and then subsequently revises the terms of that transaction before it is completed. Shareholders who initially opposed the original terms are given the opportunity to revise their appraisal demands within a specified timeframe. 4. Section 262(f): This subsection addresses the impact of a merger on the rights of shareholders who exercised appraisal rights before the transaction became effective. It prevents these dissenting shareholders from receiving payment for their shares until they duly surrender their stock certificates. Overall, Connecticut Section 262 serves as an important mechanism under the Delaware General Corporation Law that guarantees shareholders the ability to dissent and seek appraisal when they disagree with certain corporate transactions. These appraisal rights are designed to provide a fair valuation of their shares and protect their interests as minority shareholders.