Suffolk New York Section 262 of the Delaware General Corporation Law

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

Description

This is a multi-state form covering the subject matter of the title. Suffolk, New York, is not directly related to Section 262 of the Delaware General Corporation Law. However, I can provide you with a detailed description of Section 262 and its different types. Section 262 of the Delaware General Corporation Law, commonly referred to as the "appraisal rights" statute, grants certain shareholders of Delaware corporations the right to dissent from a proposed merger or consolidation and demand the appraisal of the fair value of their shares. Under Section 262, shareholders who vote against a merger or consolidation may file a written demand for appraisal no later than 20 days after receiving notice of the shareholder vote from the corporation. Upon filing the demand, the shareholder effectively withdraws their shares from the proposed transaction and engages in a valuation process to determine the fair value of their shares. There are two main types of proceedings that can arise from a Section 262 appraisal right demand: statutory appraisal proceedings and appraisal arbitration. 1. Statutory Appraisal Proceedings: In this type of proceeding, the shareholder who demanded appraisal files a petition in the Delaware Court of Chancery. The court then evaluates the evidence presented by both the shareholder and the corporation to determine the fair value of the shares. The court may appoint independent experts or appraisers to assist in reaching a fair value determination. Once the fair value is established, the court orders the corporation to pay the dissenting shareholder the appraised amount, plus interest. 2. Appraisal Arbitration: This alternative to statutory appraisal proceedings offers a faster and more streamlined process. Upon receiving a demand for appraisal, the corporation may notify the shareholder of its choice to proceed with an appraisal arbitration process. The shareholder then has a certain period to object to this approach. If no objection is made, the appraisal will be determined through binding arbitration rather than court proceedings. An independent appraiser or panel of appraisers is appointed to evaluate the fair value of the shares, and their decision is considered final and binding on both parties. It's important to note that the specific requirements and procedures regarding Section 262 of the Delaware General Corporation Law may vary depending on the particular circumstances and the corporation involved. Shareholders considering invoking appraisal rights under Section 262 should consult their legal counsel for guidance tailored to their situation.

Suffolk, New York, is not directly related to Section 262 of the Delaware General Corporation Law. However, I can provide you with a detailed description of Section 262 and its different types. Section 262 of the Delaware General Corporation Law, commonly referred to as the "appraisal rights" statute, grants certain shareholders of Delaware corporations the right to dissent from a proposed merger or consolidation and demand the appraisal of the fair value of their shares. Under Section 262, shareholders who vote against a merger or consolidation may file a written demand for appraisal no later than 20 days after receiving notice of the shareholder vote from the corporation. Upon filing the demand, the shareholder effectively withdraws their shares from the proposed transaction and engages in a valuation process to determine the fair value of their shares. There are two main types of proceedings that can arise from a Section 262 appraisal right demand: statutory appraisal proceedings and appraisal arbitration. 1. Statutory Appraisal Proceedings: In this type of proceeding, the shareholder who demanded appraisal files a petition in the Delaware Court of Chancery. The court then evaluates the evidence presented by both the shareholder and the corporation to determine the fair value of the shares. The court may appoint independent experts or appraisers to assist in reaching a fair value determination. Once the fair value is established, the court orders the corporation to pay the dissenting shareholder the appraised amount, plus interest. 2. Appraisal Arbitration: This alternative to statutory appraisal proceedings offers a faster and more streamlined process. Upon receiving a demand for appraisal, the corporation may notify the shareholder of its choice to proceed with an appraisal arbitration process. The shareholder then has a certain period to object to this approach. If no objection is made, the appraisal will be determined through binding arbitration rather than court proceedings. An independent appraiser or panel of appraisers is appointed to evaluate the fair value of the shares, and their decision is considered final and binding on both parties. It's important to note that the specific requirements and procedures regarding Section 262 of the Delaware General Corporation Law may vary depending on the particular circumstances and the corporation involved. Shareholders considering invoking appraisal rights under Section 262 should consult their legal counsel for guidance tailored to their situation.