§ 17-16-1331 — Court costs and counsel fees

(a) The court in an appraisal proceeding commenced under
W.S. 17-16-1330 shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers
appointed by the court. The court shall assess the costs
against the corporation, except that the court may assess costs
against all or some of the shareholders demanding appraisal, in
amounts the court finds equitable, to the extent the court finds
the shareholders demanding appraisal rights acted arbitrarily,
vexatiously, or not in good faith with respect to the rights
provided by this article.
(b) The court in an appraisal proceeding may also assess
the fees and expenses of counsel and experts for the respective
parties, in amounts the court finds equitable:
(i) Against the corporation and in favor of any or
all shareholders demanding appraisal if the court finds the
corporation did not substantially comply with the requirements
of W.S. 17-16-1320 through 17-16-1326; or
(ii) Against either the corporation or a shareholder
demanding appraisal, in favor of any other party, if the court
finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously, or not in good faith
with respect to the rights provided by this article.
(c) If the court in an appraisal proceeding finds that the
services of counsel and any other expenses incurred for any
shareholder demanding appraisal were of substantial benefit to
other shareholders similarly situated, and that the fees for
those services and other expenses should not be assessed against
the corporation, the court may direct that those fees and
expenses be paid out of the amounts awarded the shareholders who
were benefited.
(d) To the extent the corporation fails to make a required
payment pursuant to W.S. 17-16-1324, 17-16-1325 or 17-16-1326,
the shareholder may sue directly for the amount owed, and to the
extent successful, shall be entitled to recover from the
corporation all expenses of the suit.