Louisiana Section 262 of the Delaware General Corporation Law

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Louisiana Section 262 of the Delaware General Corporation Law, also known as the "Appraisal Rights Law," is an important provision that grants certain shareholders the right to obtain a fair value for their shares in the event of certain corporate transactions. This provision safeguards the interests of minority shareholders by allowing them to dissent from a proposed merger or consolidation and receive fair compensation for their shares. Under Louisiana Section 262, shareholders who object to a merger or consolidation and vote against it can demand appraisal rights. This means that they have the right to have their shares appraised by an independent appraiser to determine the fair value of their shares, rather than accepting the terms offered in the merger or consolidation. The purpose of this provision is to protect minority shareholders from being disadvantaged in a transaction that they do not support or believe is undervaluing their shares. By exercising appraisal rights, shareholders have the opportunity to receive fair compensation for their shares, ensuring they are adequately rewarded for their investment in the corporation. However, it is important to note that not all corporate transactions trigger appraisal rights under Louisiana Section 262. Only specified transactions such as mergers, consolidations, and certain transfers of assets qualify. Additionally, shareholders looking to exercise their appraisal rights must comply with specific procedures and timelines set forth in the Delaware General Corporation Law. It is worth mentioning that there might be different types of Louisiana Section 262 proceedings. For instance, there may be appraisal proceedings related to the determination of fair value, where the court appoints an appraiser to assess the value of the dissenting shareholders' shares. Furthermore, there could be appraisal proceedings regarding challenges to the sufficiency of notice or demands, where the court would evaluate whether the dissenting shareholders have met all the necessary requirements to exercise their appraisal rights. Overall, Louisiana Section 262 of the Delaware General Corporation Law plays a vital role in protecting the interests of minority shareholders, allowing them to demand fair value for their shares in specific corporate transactions. By understanding this provision and its various implications, shareholders can exercise their appraisal rights effectively and ensure they receive appropriate compensation for their investment.

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§ 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.

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.

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.

A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

(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 ( ...

(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.

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Section 262 of this title shall not apply to any merger effected under this section, except as provided in subsection (d) of this section. (d) In the event all ... (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section ...Sep 15, 2023 — Amendments to section 262 provide appraisal rights in connection with a transfer, continuance, or domestication. Amendments to sections 265, 266 ... Sep 18, 2022 — Finally, the amendments remove the requirement that a Section 262 stockholder notice of appraisal rights include a copy of Section 262 of the ... With over 130 years of experience, CT Corporation is the industry leader in Delaware Registered Agent services. Speak with one of our experts now. by ME Gold · 1977 · Cited by 1 — That section gives the surviving corporation the power to "issue certificates of its capital stock and other securities to the stockholders of the constituent ... Feb 10, 2023 — If the [merger is] completed, GGP common stockholders who comply exactly with the applicable requirements and procedures of Section 262 . . . ~ satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of the par ... Fill out the form to access a sample of Practical Guidance. First Name. Last Name. Business Email. Postal/ZIP Code. by M Siegel · 2011 · Cited by 32 — In contrast, section 262(h) of the Delaware statute requires the court to determine the fair value in an appraisal proceeding,27 and section 262 ...

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Louisiana Section 262 of the Delaware General Corporation Law