Scribd Logo
Upload

Welcome to Scribd!

  • 117 views

    Mergers and Acquisitions Outline

    Uploaded by

    Ma Fajardo
    1. Dissenters rights apply in Delaware and California for stock deals, but not for asset deals or mergers where the consideration is the acquirer's stock. 2. For mergers, dissenters rights do not apply if there is no shareholder vote required, such as when the consideration is paid in cash, or if less than 20% of shares are involved. 3. Dissenters rights may apply for reorganizations in mergers, but not if there was no shareholder vote required or if more than 5/6 of shares approved the deal.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Mergers and Acquisitions Outline

    Uploaded by

    Ma Fajardo
    117 views1 page
    1. Dissenters rights apply in Delaware and California for stock deals, but not for asset deals or mergers where the consideration is the acquirer's stock. 2. For mergers, dissenters rights do not apply if there is no shareholder vote required, such as when the consideration is paid in cash, or if less than 20% of shares are involved. 3. Dissenters rights may apply for reorganizations in mergers, but not if there was no shareholder vote required or if more than 5/6 of shares approved the deal.

    Original Description:

    Appraisals Rights

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    1. Dissenters rights apply in Delaware and California for stock deals, but not for asset deals or mergers where the consideration is the acquirer's stock. 2. For mergers, dissenters rights do not apply if there is no shareholder vote required, such as when the consideration is paid in cash, or if less than 20% of shares are involved. 3. Dissenters rights may apply for reorganizations in mergers, but not if there was no shareholder vote required or if more than 5/6 of shares approved the deal.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    117 views1 page

    Mergers and Acquisitions Outline

    Uploaded by

    Ma Fajardo
    1. Dissenters rights apply in Delaware and California for stock deals, but not for asset deals or mergers where the consideration is the acquirer's stock. 2. For mergers, dissenters rights do not apply if there is no shareholder vote required, such as when the consideration is paid in cash, or if less than 20% of shares are involved. 3. Dissenters rights may apply for reorganizations in mergers, but not if there was no shareholder vote required or if more than 5/6 of shares approved the deal.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 1

    A A T T

    Delaware California Delaware California


    Scenario No, Dissenters right in stock
    Dissenters
    1 No, deal except when
    No, Dissenters right right in stock
    Stock Dissenters right consideration is stock- no
    deal
    Deal dissenters right (Section 1300)
    Scenario
    1 No dissenters right (unless
    Asset No dissenters No dissenters right reorganization, merger; is a
    No, Dissenters right.
    Deal right 262b stock deal where buyer is
    paying with shares)

    No Dissenters right since no


    Scenario Dissenters right
    Acquiror side, No, appraisal surviving Disenters shareholder approval in
    1 because its not
    corp, Dissenters right apply 262b2 right required (because we pay in
    Merger surviving company
    cash). 1300 (a)
    Scenario
    2 No, dissenters rights, less than 20% -
    Stock no dissenters right
    Deal
    Scenario
    2
    Asset No dissenters right
    No, Dissenters right.
    Deal 262b

    Less than 20%- Does not apply for Board: majority of board
    Scenario shares listed on a national securities No, Dissenters present in meeting 11.60 (a)
    2 exchange where the consideration is right-5/6th, no Shareholder: majority of of
    Merger shares of another publicly listed shareholders vote outstanding shares entitled to
    company 262b1 vote; dissenters rights

    Board: majority of
    Scenario
    Board: majority of those at meeting board present in
    3
    Shareholder: No vote meeting 11.60 (a)
    Stock
    Shareholder: 2/3 of
    Deal
    outstanding
    Scenario
    3
    Asset No dissenters
    No, Dissenters right.
    Deal right 262 b

    No appraisal right for buyers SHs if


    Scenario Dissenters Rights if
    merger did not require a SH vote under No appraisal
    3 transaction is a
    251 f; meaning if consideration did not right 5/6th
    Merger reorganization.
    exceed 20% shares

    You might also like