§ 17-16-1320 — Notice of appraisal rights

Wyoming § 17-16-1320

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 13: APPRAISAL RIGHTS

Text

(a) If proposed corporate action described in W.S.
17-16-1302 is to be submitted to a vote at a shareholders'
meeting, the meeting notice shall state that corporation has
concluded that shareholders are, are not or may be entitled to
assert appraisal rights under this article. If the corporation
concludes that appraisal rights are or may be available, a copy
of this article shall accompany the meeting notice sent to those
record shareholders entitled to exercise appraisal rights.
(b) In a merger pursuant to W.S. 17-16-1105, the parent
corporation shall notify in writing all record shareholders of
the subsidiary who are entitled to assert appraisal rights that
the corporate action became effective. The notice shall be sent
within ten (10) days after the corporate action became effective
and include the materials described in W.S. 17-16-1322.
(c) Where any corporate action specified in W.S.
17-16-1302(a) is to be approved by written consent of the
shareholders pursuant to W.S. 17-16-704:
(i) Written notice that appraisal rights are, are not
or may be available shall be given to each record shareholder
from whom a consent is solicited at the time consent of such
shareholder is first solicited and, if the corporation has
concluded that appraisal rights are or may be available, shall
be accompanied by a copy of this article; and
(ii) Written notice that appraisal rights are, are
not or may be available shall be delivered together with the
notice to nonconsenting and nonvoting shareholders required by
W.S. 17-16-704(e) and (f), may include the materials described
in W.S. 17-16-1322 and, if the corporation has concluded that
appraisal rights are or may be available, shall be accompanied
by a copy of this article.
(d) Where corporate action described in W.S. 17-16-1302(a)
is proposed, or a merger pursuant to W.S 17-16-1105 is effected,
the notice referred to in subsection (a) or (c) of this section,
if the corporation concludes that appraisal rights are or may be
available, and in subsection (b) of this section shall be
accompanied by:
(i) The annual financial statements specified in W.S.
17-16-1620(a) of the corporation that issued the shares that may
be subject to appraisal, which shall be as of a date ending not
more than sixteen (16) months before the date of the notice and
shall comply with W.S. 17-16-1620(b); provided that, if the
annual financial statements are not reasonably available, the
corporation shall provide reasonably equivalent financial
information; and
(ii) The latest available quarterly financial
statements of such corporation, if any.
(e) The right to receive the information described in
subsection (d) of this section may be waived in writing by a
shareholder before or after the corporate action.