§ 28-1-7-21 — Dissenters' rights; notice; method of asserting rights; payment for shareholder's shares; withdrawal of demand; determination of value; submission of certificates

Indiana § 28-1-7-21

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7: Merger and Consolidation of Banks, Trust Companies,

Text

(a) This section does not apply to a
shareholder of a:
(1) mutual savings bank; or
(2) mutual savings association;
that is the subject of a proposed merger or consolidation under this
chapter.
(b) A shareholder entitled to vote on the adoption of an agreement
of merger or consolidation may dissent from the merger or
consolidation and obtain payment of the value of the shareholder's
shares in the manner provided in this section.
(c) If a proposed merger or consolidation is submitted to a vote at a
shareholders' meeting, the meeting notice must state that shareholders
are or may be entitled to assert dissenters' rights under this section.
(d) A shareholder who desires to assert dissenters' rights under this
section must:
(1) deliver to the corporation before the vote is taken written
notice of the shareholder's demand for payment for the
shareholder's shares if the proposed action is effected; and
(2) not vote the shareholder's shares in favor of the proposed
action.
(e) If the merger or consolidation is effected, the surviving or new
corporation shall pay to the shareholder, upon surrender of the
certificate or certificates representing the shareholder's shares, the
value of the shares as of the day before the date on which the vote was
taken approving the merger or consolidation. A shareholder failing to
satisfy the requirements of subsection (d) is not entitled to payment for
the shareholder's shares under this section. Immediately after the vote
is taken approving the merger or consolidation, the shareholder, except
as otherwise provided in subsection (f), is entitled to payment only as
provided in this section, ceases to be a shareholder, and is not entitled
to vote or to exercise any other rights of a shareholder.
(f) A demand for payment made under subsection (d) may not be
withdrawn unless the corporation consents to the withdrawal. With
respect to a shareholder who has made a demand for payment, the right
of the shareholder to be paid the value of his shares ceases and his
status as a shareholder is restored without prejudice to any corporate
proceedings which may have been taken during the interim, and the
shares held by the shareholder shall be treated for all purposes as if no
objection and demand had been made by the shareholder, if:
(1) the shareholder's request to withdraw the shareholder's
demand is consented to by the corporation;
(2) the merger or consolidation is abandoned;
(3) the shareholders revoke the authority to effect the merger or
consolidation;
(4) a petition for the determination of value by a court is not filed
within the time provided in this section; or
(5) a court of competent jurisdiction determines that the
shareholder is not entitled to the relief provided by this section.
(g) Within ten (10) days after the merger or consolidation is
effected, the surviving or new corporation shall mail or deliver written
notice of the date of that action to each dissenting shareholder who has
made demand under this section. For purposes of giving this notice, the
corporation shall use the shareholder's address which appears on the
corporate records. In the notice the corporation shall include a written
offer to the shareholder to pay for the shareholder's shares at a specified
price considered by the corporation to be the value of them. If within
thirty (30) days after the date on which the merger or consolidation was
effected the value of the shares is agreed upon between a dissenting
shareholder and the surviving or new corporation, the surviving or new
corporation shall make payment to the shareholder for the shares. The
surviving or new corporation shall make the payment within ninety
(90) days after the date on which the merger or consolidation was
effected, upon surrender of the certificate or certificates representing
the shares. Upon payment of the agreed value, the dissenting
shareholder ceases to have any interest in the shares.
(h) If within the period of thirty (30) days a dissenting shareholder
and the surviving or new corporation do not so agree, then either the
corporation or the dissenting shareholder may file a petition in any
circuit or superior court in the county in Indiana where the principal
office of the corporation is located requesting that the court determine
the value of the shares. However, the petition must be filed within
ninety (90) days after the effective date of the merger or consolidation.
Two (2) or more dissenting shareholders may join as plaintiffs or be
joined as defendants in the action, and two (2) or more actions may be
transferred and consolidated to avoid inconsistent results and promote
judicial economy. The jurisdiction of the court is plenary and exclusive.
(i) The court shall render judgment against the surviving or new
corporation for payment of an amount equal to the value of each
dissenting share multiplied by the number of dissenting shares that any
dissenting shareholder who is a party is entitled to require the surviving
or new corporation to purchase. The judgment is payable only upon the
endorsement and delivery to the surviving or new corporation of the
certificates for the shares described in the judgment. Any party may
appeal from the judgment.
(j) Within twenty (20) days after the merger or consolidation is
effected, the shareholder shall submit the certificate or certificates
representing the shareholder's shares to the corporation for notation on
the certificate or certificates that demand for payment has been made.
The shareholder's failure to do so, at the option of the corporation,
terminates the shareholder's rights under this section unless a court of
competent jurisdiction, for good and sufficient cause shown, otherwise
directs. If shares represented by a certificate on which notation has
been so made are transferred, each new certificate issued for those
shares shall bear a similar notation together with the name of the
original dissenting holder of the shares, and a transferee of the shares
acquires by the transfer no rights in the corporation other than those
which the original dissenting shareholder had after making demand for
payment of the value of the shares.
Formerly: Acts 1933, c.40, s.134; Acts 1965, c.356, s.9. As
amended by P.L.238-1983, SEC.9; P.L.33-1991, SEC.13; P.L.14-1992,
SEC.72; P.L.262-1995, SEC.10; P.L.27-2012, SEC.40.