§ 16-10a-1330 — Judicial appraisal of shares -- Court action.

(1) (1)(a) If a demand for payment under Section 16-10a-1328 remains unresolved, the corporation shall bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, within 60 days after receiving the payment demand contemplated by Section 16-10a-1328, for the court to determine the fair value of the shares and the amount of interest.
(1)(b) If the corporation does not bring an action within the 60-day period, the corporation shall pay each dissenter whose demand remains unresolved the amount demanded.
(2) (2)(a) The corporation shall make all dissenters who have satisfied the requirements of Sections 16-10a-1321, 16-10a-1323, and 16-10a-1328, whether or not they are residents of this state whose demands remain unresolved, parties to the action brought under Subsection (1) as an action against their shares.
(2)(b) All such dissenters who are named as parties shall be served with a copy of the complaint.
(2)(c) (2)(c)(i) Service on each dissenter may be by registered or certified mail to the address stated in the dissenter's payment demand made pursuant to Section 16-10a-1328.
(2)(c)(ii) If no address is stated in the payment demand, service may be made at the address stated in the payment demand given pursuant to Section 16-10a-1323.
(2)(c)(iii) If no address is stated in the payment demand, service may be made at the address shown on the corporation's current record of shareholders for the record shareholder holding the dissenter's shares.
(2)(c)(iv) Service may also be made otherwise as provided by law.
(3) (3)(a) The jurisdiction of the court in which the action filed under Subsection (1) is plenary and exclusive.
(3)(b) The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value.
(3)(c) The appraisers have the powers described in the order appointing them, or in any amendment to it.
(3)(d) The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(4) Each dissenter made a party to the action filed under Subsection (1) is entitled to judgment:

(4)(a) for the amount, if any, by which the court finds that the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation pursuant to Section 16-10a-1325; or
(4)(b) for the fair value, plus interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under Section 16-10a-1327.

Legislative History

Amended by Chapter 401, 2023 General Session