Kentucky Section 262 of the Delaware General Corporation Law, also known as the Appraisal Rights Statute, is a crucial provision that provides shareholders of Delaware corporations with the right to seek appraisal of their shares in certain transactions. This section is an important safeguard for shareholders, ensuring their fair treatment in cases where they disagree with a proposed merger or consolidation involving the corporation they have invested in. The primary purpose of Kentucky Section 262 is to protect minority shareholders who may have concerns about the value they will receive as a result of a proposed transaction. By exercising their appraisal rights, these shareholders have the opportunity to seek a judicial determination of the fair value of their shares, as opposed to accepting the terms of the transaction offered by the corporation. There are different types of transactions that may trigger the applicability of Kentucky Section 262. These include mergers, consolidations, or transfers of substantially all assets not made in the usual course of business. In such cases, dissenting shareholders who meet the statutory requirements have the right to demand appraisal of their shares. To exercise their appraisal rights, shareholders must follow a specific process outlined in the Delaware General Corporation Law. This typically involves sending a written notice prior to the shareholder vote on the proposed transaction, stating their intention to seek appraisal. After the transaction is approved, the dissenting shareholder must then file a petition with the Delaware Court of Chancery to initiate the appraisal proceedings. The Court of Chancery plays a vital role in determining the fair value of the dissenting shareholders' shares. It may consider all relevant factors, including the value of the corporation as a going concern and any market prices or other financial information available. The court has the authority to set the fair value independently of the negotiated transaction price. Kentucky Section 262 provides shareholders with an important protection mechanism to ensure that they receive fair value for their investment in Delaware corporations. This provision emphasizes the importance of shareholder rights and the need for transparency and fair dealings in corporate transactions. In summary, Kentucky Section 262 of the Delaware General Corporation Law grants shareholders in Delaware corporations the right to seek appraisal of their shares in certain transactions. It serves as a safeguard for minority shareholders, allowing them to challenge the fair value of their shares when they disagree with a proposed merger or consolidation. By exercising appraisal rights, dissenting shareholders can seek a judicial determination of the fair value of their shares, ensuring their equitable treatment in corporate transactions.
Kentucky Section 262 of the Delaware General Corporation Law
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(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 ...
(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation's securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing ...
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.
§ 312. Revival of certificate of incorporation. (a) As used in this section, the term ?certificate of incorporation? includes the charter of a corporation organized under any special act or any law of this State.
§ 220. Inspection of books and records. (a) As used in this section: (1) ?Stockholder? means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.
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 ( ...
Section 228 rules that unless otherwise described in a company's certificate of incorporation, shareholders have the right to proceed with any action that would typically be done at a meeting of shareholders, but are not required to have a meeting, give prior notice or hold a vote.