§ 27-1-9-9 — Dissenting shareholders; payment of value of shares; appraisal

Indiana § 27-1-9-9

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 1: DEPARTMENT OF INSURANCE
• Ch. 9: Merger, Consolidation, and Reinsurance

Text

(a) If any shareholder of any corporation a party
to a merger or consolidation who did not vote in favor of such merger
or consolidation at the meeting at which the agreement of merger or
consolidation was adopted by the shareholders of such corporation
shall, at any time within thirty (30) days after the filing of the affidavit
of notice of the adoption of the agreement of merger or consolidation
as provided for in sections 3 and 4 of this chapter, object thereto in
writing and demand payment of the value of his shares, the surviving
or new corporation shall, in the event that the merger or consolidation
shall be made effective, pay to such shareholder upon surrender of his
certificates therefor, the value of such shares at the effective date of the
merger or consolidation. If within thirty (30) days after such effective
date, the value of such shares is agreed upon between the shareholder
and the surviving or new corporation, as the case may be, payment
therefor may be made within ninety (90) days after the effective date.
If, within thirty (30) days after such effective date, the surviving or new
corporation, as the case may be, and the shareholder do not so agree,
either such corporation or the shareholder may, within ninety (90) days
after such effective date, petition the judge of the circuit or superior
court of the county in which the principal office of the corporation is
located, to appraise the value of such shares, and payment of the
appraised value thereof shall be made within sixty (60) days after the
entry of the judgment or order finding such appraised value. The
practice, procedure, and judgment in the circuit or superior court upon
such petition shall be the same, so far as practicable, as that under the
eminent domain laws in this state, and the judgment of such circuit or
superior court in such matter shall be final.
(b) Upon the effective date of the merger or consolidation, any
shareholder who has made such objection and demand shall cease to
be a shareholder and shall have no rights with respect to such shares
except the right to receive payment therefor. Every shareholder who did
not vote in favor of such merger or consolidation and who does not
object in writing and demand payment of the value of his shares at the
time and in the manner provided in this section shall be conclusively
presumed to have assented to such merger or consolidation.
Formerly: Acts 1935, c.162, s.123; Acts 1941, c.115, s.5. As
amended by P.L.252-1985, SEC.44.