§ 1118 — Purchase of petitioner's shares; valuation

New York § 1118

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 11: Judicial Dissolution

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§ 1118. Purchase of petitioner's shares; valuation.\n (a) In any proceeding brought pursuant to section eleven hundred\nfour-a of this chapter, any other shareholder or shareholders or the\ncorporation may, at any time within ninety days after the filing of such\npetition or at such later time as the court in its discretion may allow,\nelect to purchase the shares owned by the petitioners at their fair\nvalue and upon such terms and conditions as may be approved by the\ncourt, including the conditions of paragraph (c) herein. An election\npursuant to this section shall be irrevocable unless the court, in its\ndiscretion, for just and equitable considerations, determines that such\nelection be revocable.\n (b) If one or more shareholders or the corporation elect to purchase\nthe shares owned by the petitioner but are unable to agree with the\npetitioner upon the fair value of such shares, the court, upon the\napplication of such prospective purchaser or purchasers or the\npetitioner, may stay the proceedings brought pursuant to section 1104-a\nof this chapter and determine the fair value of the petitioner's shares\nas of the day prior to the date on which such petition was filed,\nexclusive of any element of value arising from such filing but giving\neffect to any adjustment or surcharge found to be appropriate in the\nproceeding under section 1104-a of this chapter. In determining the fair\nvalue of the petitioner's shares, the court, in its discretion, may\naward interest from the date the petition is filed to the date of\npayment for the petitioner's share at an equitable rate upon judicially\ndetermined fair value of his shares.\n (c) In connection with any election to purchase pursuant to this\nsection:\n (1) If such election is made beyond ninety days after the filing of\nthe petition, and the court allows such petition, the court, in its\ndiscretion, may award the petitioner his reasonable expenses incurred in\nthe proceeding prior to such election, including reasonable attorneys'\nfees;\n (2) The court, in its discretion, may require, at any time prior to\nthe actual purchase of petitioner's shares, the posting of a bond or\nother acceptable security in an amount sufficient to secure petitioner\nfor the fair value of his shares.\n