WebAny merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be accomplished under § 251, § 252, § 257, or § 258 of this title. Section 262 of this title shall not apply to any merger effected under this section, except as provided in subsection (d) of this section. 7 WebAug 16, 2024 · The 2024 amendments to section 262 extend the applicability of the “market out” exception to appraisal rights in a so-called “intermediate form” merger, in which there is an exchange offer followed by a back-end merger consummated without the vote of stockholders pursuant to section 251(h). Section 262(b)(1) of the DGCL provides a ...
Paving the Way for More Tender Offers: DGCL 251 (h) Streamlines …
WebSection 1.7 Additional Actions. Subject to the terms of this Agreement, the parties hereto shall take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger and to comply with the … WebJan 5, 2024 · In any event, the re-write should only be used as a guide to, and not in lieu of, the full DGCL. The extent of the re-write differs from section to section, depending on the opportunities presented by the original statute. Sections 203 and 251 are among the more radically altered sections. The simplified DGCL is complete through section 262. hart county water and sewer authority
Sullivan & Cromwell Discusses Amendments to Delaware’s …
WebSep 4, 2014 · Section 251(h) of the Delaware General Corporation Law (the “DGCL”) took effect just over a year ago. That statute was designed effectively to permit a … WebAug 1, 2014 · The following amendments to Delaware General Corporation Law (“DGCL”) Section 251 (h) have been passed by the Delaware legislature, clarifying a number of issues that have arisen since adoption of the law last year. If signed by the Governor (as is expected), the amendments will apply to merger agreements entered into on or after … WebJul 30, 2024 · Indemnification. DGCL §145 (c) requires a corporation to indemnify current and former directors and officers if they are successful (on the merits or otherwise) in defending claims brought against them by reason of the fact that they are or were directors and/or officers. Prior to the Amendments, the term “officer” as used in DGCL §145 (c ... hart county water company