§ 711.175 — Stockholder’s right to dissent to merger, share exchange, transfer of assets or liabilities or conversion

Oregon § 711.175

• Jurisdiction: Oregon
• Vol.: 18
• Title 53: Financial Institutions
• Ch. 711: Merger; Conversion; Share Exchange; Acquisition; Liquidation; Insolvency

Text

(1) A stockholder of an Oregon stock bank or Oregon trust company may dissent from the following:
(a) A plan of merger pursuant to which the Oregon stock bank or Oregon trust company is not the resulting insured institution;
(b) A plan of merger pursuant to which the Oregon stock bank or Oregon trust company is the resulting insured stock institution and the number of its voting shares outstanding immediately after the merger, plus the number of shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will exceed by more than 20 percent the total number of voting shares of the resulting insured stock institution outstanding immediately before the merger;
(c) A plan of share exchange pursuant to which the Oregon stock bank or Oregon trust company in which the stockholder owns shares is acquired;
(d) An acquisition transaction requiring the stockholder’s approval pursuant to ORS 711.170 (5); and
(e) A plan of conversion pursuant to which the Oregon stock bank or Oregon trust company is to be converted to a limited liability company.
(2) To perfect a stockholder’s right to dissent to a transaction described in subsection (1) of this section, the stockholder must send or deliver a notice of dissent to the Oregon stock bank or Oregon trust company prior to or at the meeting of the stockholders at which the transaction is submitted to a vote, or the stockholder must vote against the transaction.
(3) A stockholder may not dissent as to less than all the shares registered in the name of the stockholder, except a stockholder holding, as a fiduciary or nominee, shares registered in the stockholder’s name for the benefit of more than one beneficiary, may dissent as to less than all of the shares registered in the fiduciary or nominee’s name if any dissent as to the shares held for a beneficiary is made as to all the shares held by the fiduciary for that beneficiary or nominee. The fiduciary’s rights shall be determined as if the shares to which the fiduciary has dissented and the other shares are registered in the names of different stockholders.

Legislative History

1997 c.631 §280; 2005 c.134 §9