Hawaii 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. Hawaii Section 262 of the Delaware General Corporation Law, also known as the "appraisal right", is a crucial provision that offers shareholders of a Delaware corporation the opportunity to demand a fair appraisal value of their shares in certain specified corporate transactions. This section provides shareholders with an avenue to protect their interests and financial investments if they disagree with a proposed transaction that may undervalue their shares. Under Hawaii Section 262, shareholders have the right to opt-out and dissent from a corporate action such as mergers, consolidations, or the sale of substantially all the corporation's assets. By exercising this right, shareholders can express their disagreement with the price offered for their shares and instead request a judicial determination of the fair value of their stock. The appraisal process commences when a shareholder submits a written demand for appraisal to the corporation prior to the shareholder vote or during a subsequent time period as specified in the transaction documentation. The shareholder must also not vote in favor of the proposed transaction. Once the demand is received, the shareholder's rights and responsibilities are protected and enforced by the Delaware courts. Generally, the fair value of the stock being appraised is determined as of the date immediately before the announcement of the transaction. However, Hawaii Section 262 also permits the court to consider any relevant factors in determining the appropriate appraisal value, which could include projections of the corporation's future prospects, market conditions, and any relevant financial information available. It is important to note that there are no specific variations or types of Hawaii Section 262 under the Delaware General Corporation Law. However, different interpretations and applications of the provision may arise in legal cases related to specific corporate transactions.

Hawaii Section 262 of the Delaware General Corporation Law, also known as the "appraisal right", is a crucial provision that offers shareholders of a Delaware corporation the opportunity to demand a fair appraisal value of their shares in certain specified corporate transactions. This section provides shareholders with an avenue to protect their interests and financial investments if they disagree with a proposed transaction that may undervalue their shares. Under Hawaii Section 262, shareholders have the right to opt-out and dissent from a corporate action such as mergers, consolidations, or the sale of substantially all the corporation's assets. By exercising this right, shareholders can express their disagreement with the price offered for their shares and instead request a judicial determination of the fair value of their stock. The appraisal process commences when a shareholder submits a written demand for appraisal to the corporation prior to the shareholder vote or during a subsequent time period as specified in the transaction documentation. The shareholder must also not vote in favor of the proposed transaction. Once the demand is received, the shareholder's rights and responsibilities are protected and enforced by the Delaware courts. Generally, the fair value of the stock being appraised is determined as of the date immediately before the announcement of the transaction. However, Hawaii Section 262 also permits the court to consider any relevant factors in determining the appropriate appraisal value, which could include projections of the corporation's future prospects, market conditions, and any relevant financial information available. It is important to note that there are no specific variations or types of Hawaii Section 262 under the Delaware General Corporation Law. However, different interpretations and applications of the provision may arise in legal cases related to specific corporate transactions.