Illinois Section 262 of the Delaware General Corporation Law is a provision that governs the legal rights of shareholders in Delaware corporations when there is a merger or consolidation involving their company. This provision is commonly referred to as the "appraisal rights" statute. Under Illinois Section 262, if a shareholder objects to a proposed merger or consolidation, they have the right to demand an appraisal of their shares and receive fair value for their stock. This allows shareholders to have an avenue for evaluation and compensation in situations where they believe the merger or consolidation undervalues their shares. Keywords: Illinois Section 262, Delaware General Corporation Law, appraisal rights, shareholders, merger, consolidation, legal rights, fair value, stock, evaluation, compensation. There are different types or aspects of Illinois Section 262, which include: 1. Appraisal Rights: This provision grants shareholders the right to demand appraisal of their shares in order to receive fair value for their stock in the event of a merger or consolidation. 2. Shareholder Dissent: Shareholders who dissent from a merger or consolidation plan can exercise their rights under Section 262 to ensure they are adequately compensated for their shares. 3. Fair Value Determination: Illinois Section 262 also establishes the process by which fair value is determined for the dissenting shareholders' stocks. This ensures that shareholders receive just compensation for the value of their investment. 4. Shareholder Protections: This provision safeguards the interests of shareholders by providing them with a legal recourse if they believe their ownership rights are being unfairly diminished or undervalued in a merger or consolidation. 5. Mergers and Consolidations: Illinois Section 262 specifically applies to situations involving mergers and consolidations, which are common corporate restructuring activities where companies combine their assets, operations, or stocks. 6. Delaware General Corporation Law: Illinois Section 262 is part of the broader body of law that governs corporations incorporated under the Delaware General Corporation Law. This law is widely considered to be one of the most comprehensive and influential corporate statutes in the United States. In summary, Illinois Section 262 of the Delaware General Corporation Law provides shareholders with important appraisal rights in the context of mergers and consolidations. It ensures that dissenting shareholders have a mechanism to demand fair value for their stock and protects their interests in corporate restructuring transactions.
Illinois Section 262 of the Delaware General Corporation Law
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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 ...
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.
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.
(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.
(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 ( ...
Under the Delaware General Corporation Law, amendments to a corporation's certificate of incorporation require the approval of stockholders holding a majority of the outstanding shares entitled to vote on the amendment.