§ 23-1-44-8 — Right to dissent and obtain payment for shares

(a) A shareholder is entitled to dissent from,
and obtain payment of the fair value of the shareholder's shares in the
event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation
is a party if:
(A) shareholder approval is required for the merger by IC 23-1-40, IC 23-0.6-1-7, or the articles of incorporation; and
(B) the shareholder is entitled to vote on the merger.
(2) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan.
(3) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the usual and
regular course of business, if the shareholder is entitled to vote on
the sale or exchange, including a sale in dissolution, but not
including a sale pursuant to court order or a sale for cash pursuant
to a plan by which all or substantially all of the net proceeds of
the sale will be distributed to the shareholders within one (1) year
after the date of sale.
(4) The approval of a control share acquisition under IC 23-1-42.
(5) Any corporate action taken pursuant to a shareholder vote to
the extent the articles of incorporation, bylaws, or a resolution of
the board of directors provides that voting or nonvoting
shareholders are entitled to dissent and obtain payment for their
shares.
(6) Election to become a benefit corporation under IC 23-1.3-3-2.
(b) This section does not apply to the holders of shares of any class
or series if, on the date fixed to determine the shareholders entitled to
receive notice of and vote at the meeting of shareholders at which the
merger, plan of share exchange, or sale or exchange of property is to be
acted on, the shares of that class or series were a covered security under
Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act of 1933, as
amended.
(c) The articles of incorporation as originally filed or any
amendment to the articles of incorporation may limit or eliminate the
right to dissent and obtain payment for any class or series of preferred
shares. However, any limitation or elimination contained in an
amendment to the articles of incorporation that limits or eliminates the
right to dissent and obtain payment for any shares:
(1) that are outstanding immediately before the effective date of
the amendment; or
(2) that the corporation is or may be required to issue or sell after
the effective date of the amendment under any exchange or other
right existing immediately before the effective date of the
amendment;
does not apply to any corporate action that becomes effective within
one (1) year of the effective date of the amendment if the action would
otherwise afford the right to dissent and obtain payment.
(d) A shareholder:
(1) who is entitled to dissent and obtain payment for the
shareholder's shares under this chapter; or
(2) who would be so entitled to dissent and obtain payment but for
the provisions of subsection (b);
may not challenge the corporate action creating (or that, but for the
provisions of subsection (b), would have created) the shareholder's
entitlement.
(e) Subsection (d) does not apply to a corporate action that was
approved by less than unanimous consent of the voting shareholders
under IC 23-1-29-4 if both of the following apply:
(1) The challenge to the corporate action is brought by a
shareholder who did not consent and as to whom notice of the
approval of the corporate action was not effective at least ten (10)
days before the corporate action was effected.
(2) The proceeding challenging the corporate action is
commenced not later than ten (10) days after notice of the
approval of the corporate action is effective as to the shareholder
bringing the proceeding.

Legislative History

As added by P.L.149-1986, SEC.28. Amended by P.L.107-1987, SEC.19; P.L.133-2009, SEC.39; P.L.119-2015, SEC.16; P.L.93-2015, SEC.2; P.L.149-2016, SEC.68; P.L.118-2017, SEC.20.