Title: Pennsylvania Section 262 of the Delaware General Corporation Law: A Comprehensive Overview and Variations Introduction: Pennsylvania Section 262 of the Delaware General Corporation Law refers to a crucial legal provision that grants shareholders of corporations incorporated in Delaware the right to demand appraisal of their shares in specific circumstances. This article aims to provide a detailed description of Pennsylvania Section 262, including its scope, requirements, procedures, and variations that exist under different circumstances. Key Keywords: Pennsylvania Section 262, Delaware General Corporation Law, appraisal rights, shareholders, appraisal demand, merger, consolidation, stock exchange 1. Scope and Purpose of Pennsylvania Section 262: Pennsylvania Section 262 grants dissenting shareholders the option to seek fair value for their shares in the event of certain corporate transactions, such as a merger or consolidation, where their interests may be adversely affected. The provision aims to protect shareholders from forced decisions and ensure they receive fair compensation. 2. Appraisal Rights: Under Pennsylvania Section 262, shareholders have the right to demand appraisal of their shares and be paid the fair value, which may be higher than the market value. Appraisal rights allow dissenting shareholders to opt-out of a corporate transaction and receive just compensation based on the intrinsic value of their shares. 3. Triggers for Appraisal Rights: Various corporate events trigger the availability of appraisal rights, such as mergers, consolidations, or exchanges where shareholders are required to surrender their shares. However, it is important to note that not all transactions fall under Pennsylvania Section 262. Each event has specific requirements, which must be met for shareholders to exercise their appraisal rights. 4. Requirements for Exercising Appraisal Rights: Shareholders seeking appraisal rights must comply with specific requirements set forth in Pennsylvania Section 262. This includes timely filing a written appraisal demand with the corporation before a specified deadline, as well as continuously holding shares throughout the process. 5. Procedures for Appraisal Proceedings: Pennsylvania Section 262 provides the procedural framework for appraisal proceedings. It outlines the responsibilities of both the corporation and shareholders, including the appointment of an appraiser or the initiation of judicial proceedings to determine the fair value of the shares. 6. Variation: Appraisal Rights with Stock Exchange or Dissolution: Pennsylvania Section 262 also covers scenarios where corporations propose to convert their shares into shares of another class or amalgamate with another corporation. Shareholders can exercise appraisal rights in these situations as well if they meet the specific criteria outlined in the law. 7. Variation: Difference in Eligibility for Appraisal Rights: Another variation within Pennsylvania Section 262 concerns the eligibility criteria for appraisal rights. Depending on the type of transaction or the class of shares held, the law may provide different rules and parameters for shareholders to qualify and exercise their appraisal rights. Conclusion: Pennsylvania Section 262 of the Delaware General Corporation Law stands as a crucial provision safeguarding shareholders' interests and providing them with an avenue to demand fair value for their shares under specific corporate transactions. Understanding the nuances of this law, including its variations, is essential for both shareholders and corporations operating under Delaware law.
Pennsylvania Section 262 of the Delaware General Corporation Law
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If the name of the foreign corporation conflicts with the name of a corporation, partnership, limited partnership, limited liability company or statutory trust organized under the laws of this State, or a name reserved for a corporation, partnership, limited partnership, limited liability company or statutory trust to ...
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.
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 ...
§ 212. Voting rights of stockholders; proxies; limitations. (a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder.
(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.