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  • Appraisal Right Mbca

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    mrgoldsmith23
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    This document summarizes when shareholders have the right to appraisal under MBCA §13.02. It describes (1) transactions that trigger the right of appraisal, such as mergers, share exchanges, and asset sales, as well as amendments to articles that grant the right. It also describes (2) situations where the right of appraisal is eliminated, such as when the shareholder's stock meets liquidity requirements or the consideration received is cash or publicly traded securities. The document notes there is an exception for short-form mergers and transactions involving conflicts of interest.

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    This document summarizes when shareholders have the right to appraisal under MBCA §13.02. It describes (1) transactions that trigger the right of appraisal, such as mergers, share exchanges, and asset sales, as well as amendments to articles that grant the right. It also describes (2) situations where the right of appraisal is eliminated, such as when the shareholder's stock meets liquidity requirements or the consideration received is cash or publicly traded securities. The document notes there is an exception for short-form mergers and transactions involving conflicts of interest.

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    Attribution Non-Commercial (BY-NC)
    Descargue como DOC, PDF, TXT o lea en línea desde Scribd
    Marcar por contenido inapropiado
    66 vistas1 página

    Appraisal Right Mbca

    Cargado por

    mrgoldsmith23
    This document summarizes when shareholders have the right to appraisal under MBCA §13.02. It describes (1) transactions that trigger the right of appraisal, such as mergers, share exchanges, and asset sales, as well as amendments to articles that grant the right. It also describes (2) situations where the right of appraisal is eliminated, such as when the shareholder's stock meets liquidity requirements or the consideration received is cash or publicly traded securities. The document notes there is an exception for short-form mergers and transactions involving conflicts of interest.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Descargue como DOC, PDF, TXT o lea en línea desde Scribd
    Marcar por contenido inapropiado
    de 1

    MBCA 13.

    02 AVAILABILITY OF RIGHT OF APPRAISAL


    a. MBCA 13.02(a) describes transactions that TRIGGER right of appraisal: (1) Merger transactions that require shareholder approval (i) (ii) (2) (3) (4) (5) b. Except where shareholders stock remains outstanding AFTER merger Except that appraisal rights are available to shareholder of subsidiary in SHORT FORM merger even though NO shareholder vote is required

    Share exchange pursuant to MBCA 11.03 Sale of assets pursuant to MBCA 12.02 Certain articles amendments Permits private ordering that grants right of appraisal in certain types of transactions

    MBCA 13.02(b) describes situations where right of appraisal is ELIMINATED --even though shareholder is granted right to vote on proposed deal: (1) Market-out Exception -- Appraisal rights are eliminated IF the holders: (i) (ii) (2) (3) (4) Shares are listed on the NYSE (or the AMEX or the NASDAQs NMS); or Shares satisfy a liquidity test

    Fixes date to determine liquidity of holders shares Appraisal rights are restored IF the holder is required to ACCEPT any consideration other than cash OR publicly traded securities Appraisal rights are restored in case of certain transactions involving a conflict of interest to be discussed later

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