Dissenter's Rights - Explained
What are Dissenter's Rights?
Written by Jason Gordon
Updated at April 5th, 2023
- Marketing, Advertising, Sales & PR
- Accounting, Taxation, and Reporting
- Professionalism & Career Development
-
Law, Transactions, & Risk Management
Government, Legal System, Administrative Law, & Constitutional Law Legal Disputes - Civil & Criminal Law Agency Law HR, Employment, Labor, & Discrimination Business Entities, Corporate Governance & Ownership Business Transactions, Antitrust, & Securities Law Real Estate, Personal, & Intellectual Property Commercial Law: Contract, Payments, Security Interests, & Bankruptcy Consumer Protection Insurance & Risk Management Immigration Law Environmental Protection Law Inheritance, Estates, and Trusts
- Business Management & Operations
- Economics, Finance, & Analytics
- Courses
Back To: BUSINESS ENTITIES, CORPORATE GOVERNANCE, & OWNERSHIP
What are Dissenters Rights?
Dissenters Rights is a state corporate (or business entity) law enabling the shareholders to receive a cash payment equal to the the fair value of their shares if the company management undertakes a major transaction with which the shareholder does not agree or consent. For example, when a hen a share-to-share merger or acquisition takes place, the shareholders are entitled to demand cash payment for their share if they do not want to be a part of the merger or consolidation.
How do Dissenter's Rights Work?
Generally, a company's regular operations are run by the officers and directors. However, in the event of major transactional undertaking that will change the nature of the company - such as merger and acquisition, the shareholders have the right to express their dissent. Merger and acquisition must always be approved by the present shareholders of the company.
Facilitating Corporate Practice through Dissenters Rights
Before this legislation was passed, just one shareholder could stop a merger or acquisition by expressing his or her dissent even when the merger or acquisition was the only viable option for the company. This legislation has eased out the process by giving the dissenters right to those shareholders who are not ready to enter the merger. They can now simply accept the cash payment according to the fair market value of their shares. Now, if the majority shareholders approve the merger or acquisition, the process advances and the dissenting shareholders receive cash. These dissenting shareholders are not obliged to accept shares in the surviving or successor company. Instead, they may just be paid the fair market value of his or her share by the pre-merger or pre-consolidation corporation.
Related Topics
- Business Entities (Intro)
- Why is studying business entities important?
- Considerations When Forming a Business Entity
- Holistic (Detailed) Overview of Setting Up a Business Entity
- What are Business Entities?
- What is a Closely-held vs Publicly-held Business?
-
What are the main types of business entity?
- What are the primary characteristics of business entities?
- What is Creation of a business entity?
- Where to Form a Business
- Incorporating in Delaware
- Forming an LLC in Nevada or Wyoming
- Creating a Company Offshore
- Promoter
- Promoter Liability
- De Jure Corporation
- Ultra Vires
- Brassplate Company
- What is Maintenance of a business entity?
- What is Continuity of a business entity?
- Business Continuity Planning
- Buy Sell Agreements
- Shotgun Clause
- Winding Up
- Dissolving a Foreign Qualification
- What is the Ownership structure of a business entity?
- Joint Stock Company
- Parent Company
- Subsidiary Company
- Wholly-Owned Subsidiary
-
Operating Subsidiary
-
Holding Company
- State-Owned Enterprise
- Mutual Company
- Conglomerate
- What is Control of a business entity?
- What is Personal liability of owners of a business entity?
- Entity Theory
- Piercing the Corporate Veil
- What is Compensation of business owners?
- What is Taxation of a business entity?
- What is Sales & Use tax?
- What are payroll and self-employment taxes?
- What are the major characteristics of a Sole proprietorship?
- Uniform Partnership Act
- Uniform Limited Partnership Act
- Partnership Agreement
- At-Will Partnerships
- Responsibilities of Partners to the Partnership
- Silent Partner
- Funding the Partnership
- How are Partners Compensated
- Splitting Equity in an Industrial Partnership
- Terminating the Partnership
- Types of Partnerships
- What are the main characteristics of a General partnership?
- Tort Liability of General Partner
- What are the main characteristics of a Joint venture?
- What are the main characteristics of a Limited partnership?
- Family Limited Partnership
- Master Limited Partnership
- What are the main characteristics of a Limited liability partnership?
- What are the main characteristics of a Limited liability company?
- Forming an LLC
- Articles of Organization
- Operating Agreement or LLC Agreement
- Why You Need an LLC Agreement
- LLC Compensation of Members
- LLC Taxation
- Converting to an LLC
- What are the main characteristics of a Corporation
- Articles of Incorporation
- What to include in the Articles of Incorporation
- Corporate Bylaws
- Exiting the Corporation
- Dissenter's Rights
- What are the requirements to be an S Corporation?
- Non-Profit Organization
- NonProfit Business Entities
- Private Foundation
- A Detailed Explanation of the Sole Proprietorship
- Taxation of Sole Proprietorship
- A Detailed Explanation of the General Partnership
- 50/50 Partnerships: Never a Good Idea
- Publicly-Traded Partnerships
- A Detailed Explanation of the Limited Liability Company
- A Detailed Explanation of the Corporation
- Keepwell Agreement (Letter of Comfort)
- Personal Service Corporation Definition
- A Detailed Explanation of the Non-Profit Entity
- Public Limited Company (UK)