Maryland Section 262 of the Delaware General Corporation Law is an important provision that addresses the rights of minority stockholders in the context of corporate mergers or consolidations. This statute focuses specifically on appraisal rights available to dissenting shareholders who are against a proposed corporate action. Under Maryland Section 262, dissenting shareholders have the option to seek a judicial appraisal of the fair value of their shares, which allows them to potentially receive compensation beyond the price offered by the acquiring company. This provision aims to protect minority stockholders from being forced to sell their shares at an unfair price. In the event of a merger or consolidation, a dissenting shareholder may deliver a written demand for appraisal to the corporation prior to the vote on the proposed action. This triggers a legal process where the corporation must then notify the dissenting shareholder, who is usually entitled to a specific timeframe within which they must provide additional information regarding their stock ownership. The statute also outlines the requirements for filing a petition for appraisal in the Court of Chancery, which has jurisdiction over these matters. Such a petition must include detailed information about the dissenting shareholder's shares and must be filed within a prescribed timeframe, typically within 120 days after the effective date of the merger or consolidation. Maryland Section 262 of the Delaware General Corporation Law ensures that minority shareholders receive a fair price for their shares in situations where they disagree with a proposed corporate action. This provision plays a crucial role in preserving the rights of minority stockholders and promoting corporate governance transparency. Different types of Maryland Section 262 of the Delaware General Corporation Law may include variations or amendments specific to particular contexts or industries. For example, there might be additional provisions related to the appraisal rights of shareholders in certain industries such as banking or healthcare, or modifications that apply specifically to publicly traded corporations. These variations could address unique considerations or regulatory requirements relevant to those industries, but the core objective of protecting dissenting shareholders' rights remains consistent throughout.
Maryland Section 262 of the Delaware General Corporation Law
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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.
§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock.
(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 ...
A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.
(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.
§ 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.
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.
§ 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.
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 ...
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 ( ...