Massachusetts Section 262 of the Delaware General Corporation Law is a provision that permits shareholders of a Delaware corporation to seek appraisal rights in the event of certain corporate transactions. Appraisal rights allow shareholders to obtain a judicial determination of the fair value of their shares, in case they oppose a particular transaction, such as a merger or consolidation. Under Massachusetts Section 262, shareholders who dissent from a proposed corporate transaction but are outvoted by the majority can exercise their right to dissent and demand the appraisal of their shares' fair value. The purpose of this provision is to protect minority shareholders from being forced to sell their shares at a price they consider unfair, instead providing them with a mechanism to ensure proper compensation. The appraisal process involves the dissenting shareholder notifying the corporation in writing of their intent to demand appraisal. Following this, the shareholder must abstain from voting in favor of the transaction and must not have consented in writing to the corporate action. After the transaction is completed, the shareholder must then formally petition the relevant court for an appraisal of their shares' value. In Massachusetts, there are no specific additional types or variations of Section 262 of the Delaware General Corporation Law. However, it's worth noting that Massachusetts has its own set of laws governing corporations known as the Massachusetts Business Corporation Act (MBC). Under the MBC, there may be similar provisions that grant appraisal rights to shareholders in certain corporate transactions. Some relevant keywords associated with Massachusetts Section 262 and Delaware General Corporation Law may include: appraisal rights, dissenting shareholder, fair value, corporate transactions, merger, consolidation, shareholder protection, minority shareholder, compensation, dissent, petition, court, Delaware corporation, majority vote, shareholder rights, Massachusetts Business Corporation Act (MBC), Delaware law.
Massachusetts Section 262 of the Delaware General Corporation Law
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How to fill out Massachusetts Section 262 Of The Delaware General Corporation Law?
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(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money ...
Section 265 - Conversion of other entities to a domestic corporation (a) As used in this section, the term "other entity" means a limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business including a partnership ( ... Del. Code tit. 8 § 265 - Casetext casetext.com ? chapter-1-general-corporation-law casetext.com ? chapter-1-general-corporation-law
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. Delaware General Corporations Law Section 262 - Appraisal Rights sec.gov ? Archives ? edgar ? data sec.gov ? Archives ? edgar ? data
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.
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in United States corporate law.
(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 ... Delaware Code Title 8. Corporations § 222 | FindLaw findlaw.com ? de-code-sect-8-222 findlaw.com ? de-code-sect-8-222
The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of such corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted ...
The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which such other entity has converted for any purpose of the ...
§ 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.
(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. Delaware Code Title 8. Corporations § 264 | FindLaw findlaw.com ? de-code-sect-8-264 findlaw.com ? de-code-sect-8-264