Guam 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. Guam Section 262 of the Delaware General Corporation Law is an important provision that outlines the rights of shareholders in the context of appraisal rights. This section primarily deals with the process and procedures involved when a shareholder dissents from a merger or consolidation proposed by a corporation. Appraisal rights are fundamental shareholder rights that ensure fair treatment during corporate transactions. Section 262 grants dissenting shareholders the option to demand the "fair value" of their shares instead of accepting the terms offered by the corporation. The fair value is determined through an appraisal process. Under Guam Section 262, there are two main types of appraisal rights available to dissenting shareholders: statutory appraisal and contractual appraisal. 1. Statutory Appraisal: This is the most common type of appraisal right and arises when a shareholder dissents from a proposed merger or consolidation. In such cases, the dissenting shareholder must follow the specific procedures outlined in Section 262 to exercise their appraisal right. This involves notifying the corporation of their intent to dissent and filing a petition with the Court of Chancery within a specified timeframe. 2. Contractual Appraisal: While statutory appraisal rights are available to all shareholders by default, contractual appraisal rights may also be granted under certain circumstances. These rights arise when there are specific provisions in the corporation's charter or contract that provide additional appraisal rights beyond those guaranteed by Section 262. The primary goal of Guam Section 262 is to protect shareholders by ensuring they receive fair compensation for their shares when dissenting from a merger or consolidation. It sets clear procedures for both the corporation and the dissenting shareholders, ensuring a fair and transparent appraisal process. Keywords: Guam Section 262, Delaware General Corporation Law, appraisal rights, dissenting shareholder, fair value, merger, consolidation, statutory appraisal, contractual appraisal, Court of Chancery, charter, contractual rights, fair compensation, shareholder rights.

Guam Section 262 of the Delaware General Corporation Law is an important provision that outlines the rights of shareholders in the context of appraisal rights. This section primarily deals with the process and procedures involved when a shareholder dissents from a merger or consolidation proposed by a corporation. Appraisal rights are fundamental shareholder rights that ensure fair treatment during corporate transactions. Section 262 grants dissenting shareholders the option to demand the "fair value" of their shares instead of accepting the terms offered by the corporation. The fair value is determined through an appraisal process. Under Guam Section 262, there are two main types of appraisal rights available to dissenting shareholders: statutory appraisal and contractual appraisal. 1. Statutory Appraisal: This is the most common type of appraisal right and arises when a shareholder dissents from a proposed merger or consolidation. In such cases, the dissenting shareholder must follow the specific procedures outlined in Section 262 to exercise their appraisal right. This involves notifying the corporation of their intent to dissent and filing a petition with the Court of Chancery within a specified timeframe. 2. Contractual Appraisal: While statutory appraisal rights are available to all shareholders by default, contractual appraisal rights may also be granted under certain circumstances. These rights arise when there are specific provisions in the corporation's charter or contract that provide additional appraisal rights beyond those guaranteed by Section 262. The primary goal of Guam Section 262 is to protect shareholders by ensuring they receive fair compensation for their shares when dissenting from a merger or consolidation. It sets clear procedures for both the corporation and the dissenting shareholders, ensuring a fair and transparent appraisal process. Keywords: Guam Section 262, Delaware General Corporation Law, appraisal rights, dissenting shareholder, fair value, merger, consolidation, statutory appraisal, contractual appraisal, Court of Chancery, charter, contractual rights, fair compensation, shareholder rights.