Maine Section 262 of the Delaware General Corporation Law, also known as the Appraisal Rights Statute, provides minority shareholders with the right to dissent from certain major corporate transactions and seek appraisal of the fair value of their shares. This means that shareholders who dissent from such transactions can demand fair value for their shares from the corporation instead of accepting the terms offered in the transaction. The statute aims to protect the rights of minority shareholders from potential unfair treatment and ensures that they are reasonably compensated for their shares. Under Maine Section 262, there are several types or scenarios in which shareholders can exercise their appraisal rights. Some key transactions covered include: 1. Mergers or Consolidations: Shareholders who dissent from a proposed merger or consolidation of the corporation with another entity have the right to seek appraisal. 2. Sale or Lease of Assets: If a corporation plans to sell, lease, or exchange more than 10% of its assets outside the ordinary course of business, dissenting shareholders can demand appraisal. 3. Transfer or Removal of Voting Rights: In certain circumstances, if shareholders' voting rights are being significantly altered, they may exercise their appraisal rights. 4. Amendments to the Certificate of Incorporation: Shareholders who object to an amendment to the corporation's certificate of incorporation that affects their rights may seek appraisal. 5. Charter, Bylaw, or Agreement Amendment Restricting Transferability: If a corporation's charter, bylaws, or shareholder agreements are being amended to restrict the transferability of shares, dissenting shareholders have the right to demand appraisal. To exercise appraisal rights, shareholders must strictly comply with the procedural requirements outlined in Maine Section 262. This includes providing timely written notice to the corporation of their intent to seek appraisal, abstaining from voting in favor of the transaction, and following established legal procedures to pursue the fair value of their shares. It is important for shareholders to understand that pursuing appraisal rights may involve certain risks and potential costs. The appraisal process often requires hiring professional valuation experts and can result in litigation. However, if the court determines that the fair value of the shares exceeds the original offer, the dissenting shareholders may be entitled to additional compensation. In summary, Maine Section 262 of the Delaware General Corporation Law provides minority shareholders with an important safeguard to protect their interests in major corporate transactions. By exercising their appraisal rights, shareholders can seek fair value for their shares, ensuring they are adequately compensated for any potential loss resulting from the transaction.
Maine Section 262 of the Delaware General Corporation Law
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§ 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.
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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.
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) 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 ...
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