(a) If a conversion or merger is effected under this subchapter, the surviving or new organization shall pay to a shareholder of a corporation that is a party to the conversion or merger the fair value of the shareholder's shares, upon surrender of his or her certificate or certificates representing the shares, if the shareholder:
(1) Files with the corporation before or at the meeting of shareholders at which the plan of conversion or merger is submitted to a vote, a written objection to the plan of conversion or merger;
(2) Does not vote in favor of the plan of conversion or merger; and
(3) Within ten (10) days after the date on which the vote was taken makes written demand on the surviving or new domestic or foreign organization for payment of the fair value of his or her shares as of the day before the date on which the vote was taken approving the conversion or merger.
(b) The demand shall state the number and class of the shares owned by the dissenting shareholder.
(c) A shareholder failing to make demand within the ten-day period shall be bound by the terms of the conversion or merger.
(d) Within ten (10) days after the conversion or merger is effected, the surviving or new organization shall give notice to each dissenting shareholder who has made demand under this section for the payment of the fair value of his or her shares.
(e) (1) If within thirty (30) days after the date on which the conversion or merger was effected the value of the shares is agreed upon by the dissenting shareholder and the surviving or new organization, payment shall be made within ninety (90) days after the date on which the conversion or merger was effected upon the surrender of the shareholder's certificate or certificates representing the shares.
(2) Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in the shares or in the corporation.
(f) (1) (A) If within the period of thirty (30) days the shareholder and the surviving or new organization do not agree to the value of the dissenting shareholder's shares, then the dissenting shareholder within sixty (60) days after the expiration of the thirty-day period may file a petition for a finding and determination of the fair value of the shares and shall be entitled to judgment against the surviving or new organization for the amount of the fair value as of the day before to the date on which the vote was taken approving such conversion or merger, together with interest thereon to the date of the judgment.
(B) The petition shall be filed:
(i) In the circuit court of the county in which the registered office of the surviving organization is located if the surviving organization is a domestic organization; or
(ii) In the Pulaski County Circuit Court if the surviving organization is a foreign organization.
(2) The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new organization of the certificate or certificates representing the shares.
(3) Upon payment of the judgment the dissenting shareholder shall cease to have any interest in the shares or in the surviving or new organization.
(4) If a dissenting shareholder does not file a petition within the time allowed by this section, the dissenting shareholder and all persons claiming under the dissenting shareholder are bound by the terms of the conversion or merger.
(g) Shares acquired by the surviving or new organization in payment of the agreed value of the shares or a judgment under this section may be held and disposed of by the organization as in the case of other treasury shares.
(h) This section does not apply to a conversion or merger if on the date of filing the articles of conversion or merger, the surviving organization is the owner of all outstanding shares of the other domestic or foreign organizations that are parties to the conversion or merger.
Section: Previous 4-26-1002 4-26-1003 4-26-1004 4-26-1005 4-26-1006 4-26-1007 4-26-1008 4-26-1009 4-26-1010 4-26-1011 4-26-1012 NextLast modified: November 15, 2016