Missouri 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. Missouri Section 262 of the Delaware General Corporation Law, also known as the "Appraisal Rights" provision, grants dissenting shareholders the right to have their shares appraised and receive fair value for their dissenting shares. This provision is crucial in protecting the rights of minority shareholders when a corporate action, such as a merger or consolidation, takes place, and they disagree with the transaction. Under Missouri Section 262, shareholders who dissent from a proposed corporate action have the option to demand appraisal rights. This means they can challenge the fairness of the transaction and seek a fair value for their shares, even if the majority of shareholders approve the action. When exercising their appraisal rights, dissenting shareholders must follow certain procedures. They are required to submit a written demand to the corporation before the vote takes place, notifying the corporation of their intent to exercise appraisal rights. If the corporate action is approved, the dissenting shareholders must then file a petition in the appropriate Missouri court within a specified timeframe, typically within a limited number of days after the shareholder vote. Once the petition is filed, the court oversees the appraisal process to determine the fair value of the dissenting shareholders' shares. The court may appoint an independent appraiser or establish specific valuation methods to ensure a fair and accurate assessment. The fair value, also known as "appraisal value," represents the value of the shares as of the date before the shareholder vote occurred. While the main type of Missouri Section 262 pertains to the appraisal rights of dissenting shareholders in mergers or consolidations, it is worth noting that there may be different variations or provisions within this section. For example, there could be additional language addressing situations where a parent corporation is involved or where different fair value determination methods are specified. However, the specific types of Missouri Section 262 within the Delaware General Corporation Law would require a thorough examination of the statute itself. Key terms: Missouri Section 262, Delaware General Corporation Law, appraisal rights, dissenting shareholders, fair value, minority shareholders, corporate action, merger, consolidation, written demand, petition, court, independent appraiser, appraisal value, parent corporation.

Missouri Section 262 of the Delaware General Corporation Law, also known as the "Appraisal Rights" provision, grants dissenting shareholders the right to have their shares appraised and receive fair value for their dissenting shares. This provision is crucial in protecting the rights of minority shareholders when a corporate action, such as a merger or consolidation, takes place, and they disagree with the transaction. Under Missouri Section 262, shareholders who dissent from a proposed corporate action have the option to demand appraisal rights. This means they can challenge the fairness of the transaction and seek a fair value for their shares, even if the majority of shareholders approve the action. When exercising their appraisal rights, dissenting shareholders must follow certain procedures. They are required to submit a written demand to the corporation before the vote takes place, notifying the corporation of their intent to exercise appraisal rights. If the corporate action is approved, the dissenting shareholders must then file a petition in the appropriate Missouri court within a specified timeframe, typically within a limited number of days after the shareholder vote. Once the petition is filed, the court oversees the appraisal process to determine the fair value of the dissenting shareholders' shares. The court may appoint an independent appraiser or establish specific valuation methods to ensure a fair and accurate assessment. The fair value, also known as "appraisal value," represents the value of the shares as of the date before the shareholder vote occurred. While the main type of Missouri Section 262 pertains to the appraisal rights of dissenting shareholders in mergers or consolidations, it is worth noting that there may be different variations or provisions within this section. For example, there could be additional language addressing situations where a parent corporation is involved or where different fair value determination methods are specified. However, the specific types of Missouri Section 262 within the Delaware General Corporation Law would require a thorough examination of the statute itself. Key terms: Missouri Section 262, Delaware General Corporation Law, appraisal rights, dissenting shareholders, fair value, minority shareholders, corporate action, merger, consolidation, written demand, petition, court, independent appraiser, appraisal value, parent corporation.