New Jersey Statutes 14A:10-12. Shareholders’ rights on other corporate acquisitions
Terms Used In New Jersey Statutes 14A:10-12
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) To notice of the proposed acquisition;
(b) To vote on the proposed acquisition; and
(c) To dissent from the proposed acquisition and be paid the fair value of their shares, if:
(i) the number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction, will exceed by more than 40% the total number of voting shares of the corporation outstanding immediately before the transaction; or
(ii) the number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction will exceed by more than 40% the total number of participating shares of the corporation outstanding immediately before the transaction.
(2) As used in subsection 14A:10-12(1):
(a) “Participating shares” means shares that entitle their holders to participate without limitation in distributions.
(b) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.
(added) 1973,c.366,s.59; amended 1988,c.94,s.62.