Guam Section 262 of the Delaware General Corporation Law is an important provision that outlines the rights of shareholders in the context of appraisal rights. This section primarily deals with the process and procedures involved when a shareholder dissents from a merger or consolidation proposed by a corporation. Appraisal rights are fundamental shareholder rights that ensure fair treatment during corporate transactions. Section 262 grants dissenting shareholders the option to demand the "fair value" of their shares instead of accepting the terms offered by the corporation. The fair value is determined through an appraisal process. Under Guam Section 262, there are two main types of appraisal rights available to dissenting shareholders: statutory appraisal and contractual appraisal. 1. Statutory Appraisal: This is the most common type of appraisal right and arises when a shareholder dissents from a proposed merger or consolidation. In such cases, the dissenting shareholder must follow the specific procedures outlined in Section 262 to exercise their appraisal right. This involves notifying the corporation of their intent to dissent and filing a petition with the Court of Chancery within a specified timeframe. 2. Contractual Appraisal: While statutory appraisal rights are available to all shareholders by default, contractual appraisal rights may also be granted under certain circumstances. These rights arise when there are specific provisions in the corporation's charter or contract that provide additional appraisal rights beyond those guaranteed by Section 262. The primary goal of Guam Section 262 is to protect shareholders by ensuring they receive fair compensation for their shares when dissenting from a merger or consolidation. It sets clear procedures for both the corporation and the dissenting shareholders, ensuring a fair and transparent appraisal process. Keywords: Guam Section 262, Delaware General Corporation Law, appraisal rights, dissenting shareholder, fair value, merger, consolidation, statutory appraisal, contractual appraisal, Court of Chancery, charter, contractual rights, fair compensation, shareholder rights.
Guam Section 262 of the Delaware General Corporation Law
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Section 228 rules that unless otherwise described in a company's certificate of incorporation, shareholders have the right to proceed with any action that would typically be done at a meeting of shareholders, but are not required to have a meeting, give prior notice or hold a vote.
§ 220. Inspection of books and records. (a) As used in this section: (1) ?Stockholder? means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.
(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 ...
§ 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.
(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation's securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing ...
(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.