North Carolina Appraisal

State legislature somewhat regularly make amendments and updates to their corporate laws, including laws regarding appraisal.  We’ve covered Delaware updates before, including the 2018 and 2016 amendments.

North Carolina, another state with appraisal rights, made updates to its appraisal laws as well this year.  Senate Bill 622, signed into law in June, took effect as of October 1.

North Carolina’s amendment extends appraisal rights to non-voting shares of a corporation, which is a change that brings North Carolina into line with Model Business Corporation Act.  Notably, the Model Act originally did not provide appraisal rights for non-voting stock; but the Model Act itself was amended, and now North Carolina has amended as well.  The amendments also make changes to the exercise of appraisal in “second-step” mergers following a tender offer, which is something Delaware’s 2018 amendments have also addressed.  For more on the North Carolina amendments, including discussion of the amendments that are not appraisal-oriented, see these articles.