Salt Lake Utah Section 262 of the Delaware General Corporation Law

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Salt Lake
• Control #: US-CC-12-829
• Format: Word; Rich Text

Description

This is a multi-state form covering the subject matter of the title. Salt Lake Utah Section 262 of the Delaware General Corporation Law is a legal provision that pertains to appraisal rights, specifically for stockholders in a Delaware corporation involved in certain merger or consolidation transactions. The provision ensures that stockholders who dissent from a proposed merger or consolidation have the right to receive fair value for their shares. Under Salt Lake Utah Section 262, any stockholder who is dissatisfied with the merger or consolidation can exercise their right to dissent and demand appraisal of their shares. By doing so, they can legally challenge the initial proposed transaction value and seek a fair price for their stock. This protection is crucial to safeguard stockholders' interests and ensure they receive adequate compensation for their shares, particularly if they believe the proposed merger undervalues their financial stake in the corporation. However, there are different types or scenarios that fall under Salt Lake Utah Section 262. These situations include: 1. Appraisal rights in "short-form" mergers: When a parent corporation, owning at least 90% of each class of stock of the subsidiary, merges with or into the subsidiary, dissenting stockholders have the right to demand appraisal. 2. Appraisal rights in "long-form" mergers: When a merger or consolidation takes place between two corporations and stockholders of the target corporation dissent, they are entitled to invoke their appraisal rights. This applies to situations where the target corporation merges with another corporation or is consolidated into a new entity, resulting in the loss of their separate existence. 3. Appraisal rights in "disinterested stockholder" mergers: In mergers where the surviving corporation remains publicly traded and at least 50% of the outstanding stock of the target corporation not owned by the surviving corporation or its affiliates is held by stockholders who are not deemed "interested stockholders," dissenting stockholders have the right to demand appraisal. 4. Appraisal rights in involuntary dissolution or consolidation cases: In cases where a corporation is subject to involuntary dissolution or consolidation, stockholders who dissent can exercise appraisal rights to secure fair value for their shares. It is important for stockholders in Delaware corporations to be aware of Salt Lake Utah Section 262 and its different applications as it provides an avenue to protect their investments and ensure a fair deal in merger and consolidation transactions.

Salt Lake Utah Section 262 of the Delaware General Corporation Law is a legal provision that pertains to appraisal rights, specifically for stockholders in a Delaware corporation involved in certain merger or consolidation transactions. The provision ensures that stockholders who dissent from a proposed merger or consolidation have the right to receive fair value for their shares. Under Salt Lake Utah Section 262, any stockholder who is dissatisfied with the merger or consolidation can exercise their right to dissent and demand appraisal of their shares. By doing so, they can legally challenge the initial proposed transaction value and seek a fair price for their stock. This protection is crucial to safeguard stockholders' interests and ensure they receive adequate compensation for their shares, particularly if they believe the proposed merger undervalues their financial stake in the corporation. However, there are different types or scenarios that fall under Salt Lake Utah Section 262. These situations include: 1. Appraisal rights in "short-form" mergers: When a parent corporation, owning at least 90% of each class of stock of the subsidiary, merges with or into the subsidiary, dissenting stockholders have the right to demand appraisal. 2. Appraisal rights in "long-form" mergers: When a merger or consolidation takes place between two corporations and stockholders of the target corporation dissent, they are entitled to invoke their appraisal rights. This applies to situations where the target corporation merges with another corporation or is consolidated into a new entity, resulting in the loss of their separate existence. 3. Appraisal rights in "disinterested stockholder" mergers: In mergers where the surviving corporation remains publicly traded and at least 50% of the outstanding stock of the target corporation not owned by the surviving corporation or its affiliates is held by stockholders who are not deemed "interested stockholders," dissenting stockholders have the right to demand appraisal. 4. Appraisal rights in involuntary dissolution or consolidation cases: In cases where a corporation is subject to involuntary dissolution or consolidation, stockholders who dissent can exercise appraisal rights to secure fair value for their shares. It is important for stockholders in Delaware corporations to be aware of Salt Lake Utah Section 262 and its different applications as it provides an avenue to protect their investments and ensure a fair deal in merger and consolidation transactions.