§ 27-3-3-3 — Dissent and demand by subsidiary stockholder; withdrawal; notice and offer; acceptance; appraisal; procedure

Indiana § 27-3-3-3

• Jurisdiction: Indiana
• Title 27: INSURANCE
• Art. 3: CONSOLIDATIONS AND REORGANIZATION
• Ch. 3: Acquisition of Certain Minority Interests in Subsidiary

Text

Within thirty (30) days after delivery of the plan
of acquisition or an approved summary thereof to shareholders as
provided in section 2 of this chapter, any shareholder of the subsidiary
insurer may notify the subsidiary insurer in writing of the shareholder's
dissent from the plan and of the shareholder's demand for payment of
fair value of the shareholder's voting stock, and, if the acquisition
proposed in the plan is effected, the subsidiary insurer shall pay to each
dissenting shareholder, upon surrender of the certificate or certificates
representing the affected voting stock, the fair value thereof as of the
day prior to the date on which the plan of acquisition was adopted by
the board of directors of the parent corporation, excluding any
appreciation or depreciation in anticipation of, or resulting from, that
corporate action. Dissent and demand under this section shall be
accompanied by the certificate or certificates representing the
dissenting shareholder's voting stock for notation thereon that dissent
and demand have been made, unless a court of competent jurisdiction,
for good and sufficient cause shown, shall otherwise direct. Dissent and
demand shall only be made jointly by holders of voting stock jointly
held. Any shareholder failing to make the dissent and demand
accompanied by certificates representing the shareholder's voting stock
within the thirty (30) day period shall be bound by the terms and
conditions of the plan of acquisition. Any shareholder making dissent
and demand accompanied by certificates representing the shareholder's
voting stock shall thereafter have no rights with respect to that voting
stock except the right to receive payment therefor under this section,
and a transferee of voting stock shall acquire by the transfer no rights
other than those which the original dissenting shareholder had after
making dissent and demand.
No dissent and demand may be withdrawn unless the president or
a vice-president of the subsidiary insurer shall consent thereto in
writing. If, however, dissent and demand is withdrawn upon such
consent, or if the plan of acquisition is abandoned, or if a dissenting
shareholder fails to submit for notation or surrender for payment the
certificate or certificates representing the shareholder's voting stock at
the time and in the manner required by this section, or if a dissenting
shareholder does not file a petition for a determination of fair value of
the shareholder's voting stock within the time and in the manner
provided in this section and the subsidiary insurer does not file a
petition for such determination, or if a court of competent jurisdiction
determines that a dissenting shareholder is not entitled to the relief
provided by this section, then the right of the dissenting shareholder to
be paid the fair value of the shareholder's voting stock shall cease and
the shareholder's status and rights shall be the same as a shareholder
failing to make dissent and demand, without prejudice to any corporate
proceedings which may have been taken during the interim.
Within sixty (60) days after the acquisition proposed in the plan is
effected, the subsidiary insurer shall give written notice thereof to each
shareholder who has made dissent and demand as in this section
provided, and shall make a written offer to each dissenting shareholder
to pay for the shareholder's voting stock a specified price deemed by
the subsidiary insurer to be the fair value thereof. This notice and offer
shall be made when deposited in the United States mails, postage
prepaid, addressed to the dissenting shareholder at the shareholder's
address of record. If the offer is accepted in writing by the dissenting
shareholder, the subsidiary insurer shall pay the specified price to the
dissenting shareholder upon surrender of the certificate or certificates
representing the shareholder's voting stock. Upon such payment the
dissenting shareholder shall cease to have any interest in such voting
stock and such voting stock shall be retired by the subsidiary insurer
pursuant to IC 27-1-8-12.
If within thirty (30) days after the date of the mailing of the written
offer the subsidiary insurer and a dissenting shareholder do not agree
in writing upon the fair value, the subsidiary insurer or the dissenting
shareholder may, within ninety (90) days after the date of the mailing
of the written offer, petition the circuit or superior court of the county
in which the principal office of the subsidiary insurer is located to
appraise the fair value of the voting stock as of the day prior to the date
on which the plan of acquisition was adopted by the board of directors
of the parent corporation, excluding any appreciation or depreciation
in anticipation of, or resulting from, that corporate action. If more than
one (1) petition is filed, the petitions may be consolidated or joint
hearings may be held thereon. The practice, procedure and judgment
in the circuit or superior court shall be the same, so far as practical, as
that under the eminent domain laws in this state. The judgment of the
circuit or superior court shall be final. A judgment shall be payable
only upon and concurrently with the surrender by such dissenting
shareholder to the subsidiary insurer of the certificate or certificates
representing the voting stock. Upon payment of the judgment, the
dissenting shareholder shall cease to have any interest in the voting
stock and such voting stock shall be retired by the subsidiary insurer
pursuant to IC 27-1-8-12.
This section shall provide the exclusive method for dissenting from
a plan of acquisition effected pursuant to this chapter and demanding
payment of fair value of the voting stock acquired or to be acquired
under such a plan.
Formerly: Acts 1973, P.L.278, SEC.1. As amended by
P.L.86-2018, SEC.206.