What is the process for repurchasing corporate stock?
In Texas, the process for repurchasing corporate stock is regulated by the Texas Business Organizations Code. It requires a board resolution authorizing the repurchase of shares and a vote of the members or shareholders of the corporation. The board must approve the repurchase price, and the amount of the repurchase cannot exceed the capital available for the purpose. The board resolution authorizing the repurchase must include a disclosure statement, which accurately describes the repurchase process and informs shareholders of their right to vote on the repurchase and to have their shares repurchased at the repurchase price. The repurchase cannot be completed unless the members or shareholders of the corporation vote in favor of the repurchase and the board sets a repurchase price within the stated capital available for that purpose. Additionally, members or shareholders have the right to dissent from the repurchase and receive the repurchase price as determined by the board, or an amount that has been judicially determined to be fair value where there is a dispute over the value of the shares. In summary, the process for repurchasing corporate stock in Texas includes: a board resolution authorizing the repurchase; a disclosure statement stating the repurchase process; a vote of shareholders or members in favor of the repurchase; and the right of those shareholders to dissent from the repurchase.
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