Indiana § 28-13-14-8.5 Purchase price of stock

Indiana Statutes

§ 28-13-14-8.5 — Purchase price of stock

Indiana § 28-13-14-8.5

Art. 13CORPORATE GOVERNANCE

Ch. 14Amendment of Articles of Incorporation

This text of Indiana § 28-13-14-8.5 (Purchase price of stock) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 28-13-14-8.5 (2026).

Text

5.

(a)The following guidelines and procedures apply when requesting that the director approve an amendment to articles of incorporation resulting in a reverse stock split authorized by IC 28-13-14-8(a)(10):

(1)The purchase price of the stock must be based on market value if there is an established and active market in the corporation's stock. In the absence of such a market, the fair value of the stock must be determined by obtaining an independent appraisal of the shares upon which the purchase price will be based.

(2)If a market for the corporation's stock exists, the corporation shall clearly disclose to the shareholders how the purchase price was determined in relation to the market value.

(3)If an appraisal is obtained:

(A)the corporation shall disclose to its shareholders:

(i)t

Free access — add to your briefcase to read the full text and ask questions with AI

5. (a) The following guidelines and
procedures apply when requesting that the director approve an
amendment to articles of incorporation resulting in a reverse stock split
authorized by IC 28-13-14-8(a)(10):
(1) The purchase price of the stock must be based on market value
if there is an established and active market in the corporation's
stock. In the absence of such a market, the fair value of the stock
must be determined by obtaining an independent appraisal of the
shares upon which the purchase price will be based.
(2) If a market for the corporation's stock exists, the corporation
shall clearly disclose to the shareholders how the purchase price
was determined in relation to the market value.
(3) If an appraisal is obtained:
(A) the corporation shall disclose to its shareholders:
(i) that an appraisal has been obtained; and
(ii) the identity and qualifications of the person or firm
preparing the appraisal, the criteria for selecting the person or
firm, and the existence of any material relationship between
the bank and the person or firm; and
(B) the corporation shall furnish to each shareholder a summary
of the appraisal, the findings and recommendations, the basis
for and methods of arriving at the findings and
recommendations, and any limitations imposed by the
corporation on the preparation of the appraisal.
The corporation must inform its shareholders that the appraisal is
available for inspection.
(4) A shareholder that may vote on the amendment to the articles
of incorporation on the question of the reverse stock split must be
given dissenter's rights in the manner prescribed in IC 28-1-7-21
as if the transaction were a merger of consolidation.
(b) The corporation shall submit to the department a copy of the
appraisal or information supporting the purchase price of the stock if
an established market already exists, a copy of the proxy material to be
sent to the shareholders, and any other correspondence sent to the
shareholders describing the proposed amendment to the articles.