Indiana 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. Indiana Section 262 of the Delaware General Corporation Law, also known as the Appraisal Rights Statute, provides minority shareholders of Delaware corporations with the right to dissent from a proposed merger or consolidation and receive a fair cash value for their shares. This law is crucial in ensuring that minority shareholders are protected and fairly compensated when significant corporate changes occur. Under Indiana Section 262, minority shareholders have the option to dissent from a proposed merger or consolidation and demand appraisal of their shares. By exercising their appraisal rights, these shareholders are essentially rejecting the terms of the proposed transaction and requesting the court to determine the fair value of their shares. The process begins when a shareholder notifies the corporation within a specified timeframe that they dissent from the proposed transaction. Following this notice, the corporation must then provide a valuation of the dissenting shareholder's shares. If the dissenting shareholder is not satisfied with the stated value, they can file a petition in the Court of Chancery seeking a fair appraisal. The court then determines the fair value of the shares by considering various factors, including the corporation's financial condition, future prospects, and any relevant market prices or comparable transactions. The court-appointed appraiser may also consider expert testimony and other evidence to assess the value accurately. It is important to note that Indiana Section 262 does not apply to all corporate transactions. Certain exemptions and provisions exist, such as in the case of stock listed on a national securities exchange or mergers occurring within a three-year span. Furthermore, other types of corporate reorganizations, such as sales of assets or conversions into different entities, may fall outside the scope of this section. While the primary focus of Indiana Section 262 is on dissenting shareholders exercising their appraisal rights, it is also designed to provide a framework for fair valuation and protect the interests of all parties involved in corporate transactions. This statute ensures that minority shareholders have an avenue to challenge a merger or consolidation and obtain a fair value for their shares, minimizing the potential for exploitation or undervaluation. In summary, Indiana Section 262 of the Delaware General Corporation Law grants minority shareholders appraisal rights when dissenting from a proposed merger or consolidation. By allowing shareholders to seek a fair appraisal in court, this law promotes transparency, fairness, and protection for minority shareholders in significant corporate changes.

Indiana Section 262 of the Delaware General Corporation Law, also known as the Appraisal Rights Statute, provides minority shareholders of Delaware corporations with the right to dissent from a proposed merger or consolidation and receive a fair cash value for their shares. This law is crucial in ensuring that minority shareholders are protected and fairly compensated when significant corporate changes occur. Under Indiana Section 262, minority shareholders have the option to dissent from a proposed merger or consolidation and demand appraisal of their shares. By exercising their appraisal rights, these shareholders are essentially rejecting the terms of the proposed transaction and requesting the court to determine the fair value of their shares. The process begins when a shareholder notifies the corporation within a specified timeframe that they dissent from the proposed transaction. Following this notice, the corporation must then provide a valuation of the dissenting shareholder's shares. If the dissenting shareholder is not satisfied with the stated value, they can file a petition in the Court of Chancery seeking a fair appraisal. The court then determines the fair value of the shares by considering various factors, including the corporation's financial condition, future prospects, and any relevant market prices or comparable transactions. The court-appointed appraiser may also consider expert testimony and other evidence to assess the value accurately. It is important to note that Indiana Section 262 does not apply to all corporate transactions. Certain exemptions and provisions exist, such as in the case of stock listed on a national securities exchange or mergers occurring within a three-year span. Furthermore, other types of corporate reorganizations, such as sales of assets or conversions into different entities, may fall outside the scope of this section. While the primary focus of Indiana Section 262 is on dissenting shareholders exercising their appraisal rights, it is also designed to provide a framework for fair valuation and protect the interests of all parties involved in corporate transactions. This statute ensures that minority shareholders have an avenue to challenge a merger or consolidation and obtain a fair value for their shares, minimizing the potential for exploitation or undervaluation. In summary, Indiana Section 262 of the Delaware General Corporation Law grants minority shareholders appraisal rights when dissenting from a proposed merger or consolidation. By allowing shareholders to seek a fair appraisal in court, this law promotes transparency, fairness, and protection for minority shareholders in significant corporate changes.