Nassau New York Section 262 of the Delaware General Corporation Law

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Multi-State
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Nassau
Control #:
US-CC-12-829
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Description

This is a multi-state form covering the subject matter of the title.

Nassau County is located on Long Island, in the U.S. state of New York. It is one of the most populous counties in the state, known for its proximity to the bustling city of New York. Nassau County has its own set of laws and regulations, including Section 262 of the Delaware General Corporation Law. Section 262 of the Delaware General Corporation Law, also known as the Appraisal Rights Law, provides certain shareholders of a corporation with the right to receive the fair value of their shares in the event of certain corporate transactions. These transactions typically include mergers, consolidations, or the sale of all or substantially all of a corporation’s assets. Under Nassau New York Section 262, eligible shareholders have the option to dissent from and exercise their appraisal rights. This means that instead of accepting the terms of a proposed corporate transaction, they can choose to have an independent appraiser determine the fair value of their shares. The objective is to protect minority shareholders who might otherwise be forced to sell their shares under less favorable terms. Nassau New York Section 262 of the Delaware General Corporation Law includes several provisions to ensure a fair appraisal process. It outlines the procedures for notifying shareholders of their appraisal rights, including specific timelines and requirements. It also establishes the framework for the appointment and compensation of independent appraisers to assess the fair value of the shares. While the main focus of Nassau New York Section 262 is to protect dissenting shareholders, it also establishes safeguards for corporations. For instance, the statute imposes certain limitations on the exercise of appraisal rights, such as requirements for timely dissent, the ownership of shares before a specified date, and minimum shareholding thresholds. It's worth noting that Nassau New York Section 262 is a specific application of the broader Delaware General Corporation Law. Under this law, there may be other sections that cover different aspects of corporate governance and shareholder rights. However, for the purpose of this description, we have concentrated on Section 262 and its relevance to Nassau County, New York. In summary, Nassau New York Section 262 of the Delaware General Corporation Law grants shareholders in Nassau County, New York, the right to dissent from certain corporate transactions and receive the fair value of their shares through an independent appraisal process. The law provides guidelines and protections for both shareholders and corporations, aiming to ensure fairness in corporate dealings.

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FAQ

Delaware and 11 other states apply the market exception and deny appraisal rights to public corporation shareholders only if shareholders of publicly traded companies receive nothing but publicly traded common shares in a stock-for-stock transaction.

out merger is a strategic merger transaction that is accomplished for the purpose of eliminating unwanted minority shareholders. out merger can be used by one or more majority shareholders to eliminate one or more minority shareholders.

By providing for appraisal rights, a jurisdiction like Delaware provides investors with a powerful tool to protect the value of their investment against unfair, opportunistic or simply ill-timed bids by allowing the investor to require a court to determine the fair value of the securities notwithstanding the

As explained by the Supreme Court, the appraisal right is exercised by any stockholder who has voted against the proposed corporate action by making a written demand on the corporation within 30 days after the date on which the vote was taken for the payment of the fair value of his shares.

In short, the market out exception (at least in Delaware) provides that a shareholder does not have appraisal rights if they are receiving stock and not cash for their shares in the target company.

An appraisal right is a legal right of a company's shareholders to demand a judicial proceeding or independent valuation of the company's shares with the goal of determining a fair value of the stock price.

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.

When a dissenting shareholder disagrees with a firm's actions, they can exercise appraisal rights; appraising their shares, and being paid the fair market value for them. Dissenters' rights provide an easy way out of a company for a shareholder.

Stockholder Approval Required to: Amend the Certificate of Incorporation. Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Elect Directors (though vacant seats from departed directors can often be filled by Board)

More info

A262 (ACTIVE) - Details. C. D. PENNEBAKER , Metropol .

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Nassau New York Section 262 of the Delaware General Corporation Law