§ 7-113-302 — Court costs and expenses

(1) The court in an appraisal
proceeding commenced under section 7-113-301 shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court. The court shall assess the costs against the corporation;
except that the court may assess costs against all or some of the shareholders
demanding appraisal, in amounts the court finds equitable, to the extent the court
finds the shareholders acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article 113.

(2) The court in an appraisal proceeding may also assess the fees and
expenses of the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding
appraisal if the court finds the corporation did not substantially comply with section
7-113-201, 7-113-203, 7-113-205, or 7-113-206; or

(b) Against either the corporation or one or more shareholders demanding
appraisal, in favor of any other party, if the court finds that the party against whom
the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good
faith with respect to the rights provided by this article 113.

(3) If the court in an appraisal proceeding finds that the expenses incurred
by any shareholder were of substantial benefit to other shareholders similarly
situated and that the expenses should not be assessed against the corporation, the
court may direct that the expenses be paid out of the amounts awarded to the
shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant
to section 7-113-205, 7-113-206, or 7-113-207, the shareholder may sue directly for
the amount owed and, to the extent successful, is entitled to recover from the
corporation all expenses of the suit, including reasonable attorney fees.

Legislative History

Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1959, � 56, effective July 1, 2020.