Title: A Comprehensive Overview of Virginia Section 262 of the Delaware General Corporation Law Keywords: Virginia Section 262, Delaware General Corporation Law, detailed description, appraisal rights, minority shareholders, dissenting shareholders, appraisal proceeding, fair value determination, cash payment Introduction: Virginia Section 262, a crucial provision of the Delaware General Corporation Law, outlines the rights of dissenting or minority shareholders to receive fair value for their shares in the event of certain corporate transactions. This detailed description will delve into the key elements, requirements, and processes under Virginia Section 262, shedding light on the appraisal rights safeguarded by this provision. Types of Virginia Section 262 of the Delaware General Corporation Law: 1. Virginia Section 262(a) — Appraisal Rights Triggered by Certain Corporate Actions: Virginia Section 262(a) addresses the circumstances under which shareholders are entitled to exercise their appraisal rights. These situations typically include mergers, consolidations, plans of exchange, the transfer of the company's property or assets, or amendments to the certificate of incorporation affecting the rights or preferences of the shares held by the dissenting shareholders. 2. Virginia Section 262(b) — Procedure for Dissenting Shareholders: Virginia Section 262(b) outlines the procedural steps for shareholders seeking appraisal rights. It sets forth the requirement for a written demand by the dissenting shareholder expressing their intention to seek appraisal, usually within a specific timeframe following notification of the proposed corporate action. 3. Virginia Section 262(c) — Commencing the Appraisal Proceeding: Virginia Section 262(c) governs the initiation of an appraisal proceeding. This typically involves filing a petition with the appropriate court within a specified period post-transaction. The petition must include relevant information concerning the shareholder, their shares, the corporate action triggering the appraisal rights, and other necessary details. 4. Virginia Section 262(d) — Determination of Fair Value: Virginia Section 262(d) pertains to the determination of fair value for the shares held by dissenting shareholders. It specifies the factors considered when assessing fair value, including the company's assets, financial condition, earning capacity, and other relevant information. 5. Virginia Section 262(e) — Cash Payment and Rights of Dissenting Shareholders: Virginia Section 262(e) focuses on the resolution and settlement of the appraisal proceeding. It clarifies that the dissenting shareholder is entitled to receive cash payment in the amount determined to be fair value, plus interest. Additionally, it outlines certain rights that may cease upon payment and the potential termination of the shareholder's ownership rights. Conclusion: Virginia Section 262 of the Delaware General Corporation Law offers significant protection for dissenting or minority shareholders by granting them appraisal rights in specific corporate actions. Understanding the multiple sub-sections of Virginia Section 262 is crucial for both shareholders seeking to exercise these rights and corporations navigating transactions that may give rise to appraisal proceedings. By navigating the requirements and processes effectively, both shareholders and corporations can ensure a fair determination of value and a smooth resolution to any potential disputes.
Virginia 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.
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 ...
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) 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.
Section 362 - Public benefit corporation defined; contents of certificate of incorporation (a) A public benefit corporation is a for-profit corporation organized under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and ...
(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 ...