§ 23-1-44-19 — Court proceeding to determine fair value; judicial appraisal

Indiana § 23-1-44-19

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 44: Dissenters' Rights

Text

(a) If a demand for payment under IC 23-1-42-11 or under section 18 of this chapter remains unsettled, the
corporation shall commence a proceeding within sixty (60) days after
receiving the payment demand and petition the court to determine the
fair value of the shares. If the corporation does not commence the
proceeding within the sixty (60) day period, it shall pay each dissenter
whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit or
superior court of the county where a corporation's principal office (or,
if none in Indiana, its registered office) is located. If the corporation is
a foreign corporation without a registered office in Indiana, it shall
commence the proceeding in the county in Indiana where the registered
office of the domestic corporation merged with or whose shares were
acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters (whether or not
residents of this state) whose demands remain unsettled parties to the
proceeding as in an action against their shares and all parties must be
served with a copy of the petition. Nonresidents may be served by
registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is
commenced under subsection (b) is plenary and exclusive. The court
may appoint one (1) or more persons as appraisers to receive evidence
and recommend decision on the question of fair value. The appraisers
have the powers described in the order appointing them or in any
amendment to it. The dissenters are entitled to the same discovery
rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to
judgment:
(1) for the amount, if any, by which the court finds the fair value
of the dissenter's shares, plus interest, exceeds the amount paid by
the corporation; or
(2) for the fair value, plus accrued interest, of the dissenter's
after-acquired shares for which the corporation elected to
withhold payment under section 17 of this chapter.

Legislative History

As added by P.L.149-1986, SEC.28.