§ 23-48-603 - Dissenting from plan of exchange.
23-48-603. Dissenting from plan of exchange.
(a) (1) The owner of shares of a state bank which were voted against a plan of exchange, and who has given notice in writing to the state bank at or prior to the meeting of the stockholders approving the plan that he dissents from the plan of exchange, shall be entitled to receive in cash the value of the shares held by him, if:
(A) The plan of exchange is consummated; and
(B) The dissenting stockholder has delivered a written demand for payment to the state bank at any time within ten (10) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded.
(2) (A) This written demand for payment shall state the number and the class of shares owned by the dissenting stockholder.
(B) Any dissenting stockholder failing to make such a demand shall be bound by the terms of the plan of exchange.
(3) (A) The state bank shall fix an amount which it considers to be not more than the fair market value of the shares of the state bank as of the date on which the stockholders' meeting authorizing the plan of exchange was concluded, which it will offer to pay dissenting stockholders entitled to payment in cash.
(B) Upon receipt from a dissenting stockholder of a written demand for payment in cash of the fair value of his shares, the state bank shall give the dissenting stockholder notice of the amount it will pay for dissenting shares within twenty (20) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded.
(4) Any dissenting stockholder may agree to accept the amount in lieu of purchasing the appraisal remedy set forth in subsection (b) of this section by delivering a written acceptance of the offer to the state bank within thirty (30) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded.
(b) (1) The value of shares held by dissenting stockholders, entitled to receive in cash the value of the shares held by them, who do not accept the offer of the state bank within the thirty-day period set out in subdivision (a)(4) of this section shall be determined as of the date on which the stockholders' meeting authorizing the plan of exchange was concluded by three (3) appraisers:
(A) One (1) shall be selected by the dissenting stockholders by the vote of a majority of the aggregate number of dissenting shares held by the dissenting stockholders;
(B) One (1) shall be selected by the board of directors of the state bank; and
(C) The third shall be selected by the two (2) so chosen.
(2) (A) The valuation agreed upon by any two (2) of the three (3) appraisers thus chosen shall govern.
(B) (i) However, if the value so fixed shall not be satisfactory to any dissenting stockholder who has requested payment as provided in subdivision (a)(1) of this section, the stockholder may, within five (5) days after being notified of the appraised value of his shares, appeal to the Bank Commissioner.
(ii) The commissioner shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant.
(3) If, within ninety (90) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded, for any reason, one (1) or more of the appraisers is not selected as provided in subdivision (b)(1) of this section, or the appraisers fail to determine the value of dissenting shares, the commissioner shall, upon written request of any interested party made within five (5) days after the expiration of the ninety-day period, cause an appraisal to be made which shall be final and binding upon all parties.
(c) (1) The expenses of the appraiser selected by the dissenting stockholders shall be paid by the dissenting stockholders.
(2) The expenses of the appraiser selected by the board of directors of the state bank shall be paid by the state bank.
(3) The expenses of the third appraiser shall be paid by and prorated among the dissenting stockholders and the state bank in such manner as is determined by the commissioner to be fair and equitable under the circumstances.
(d) (1) If the commissioner is required to make the appraisal, the expenses of the commissioner in making the appraisal shall be paid by and prorated among the dissenting stockholders and the state bank in such manner as is determined by the commissioner to be fair and equitable under the circumstances.
(2) If the commissioner is required to make a reappraisal, the expenses of the commissioner in making the reappraisal shall be paid by the appellant.
(e) If, within ninety (90) days after the date on which the stockholders' meeting authorizing the plan of exchange was concluded, for any reason, one (1) or more of the appraisers is not selected as provided in subdivision (b) of this section or the appraisers fail to determine the value of dissenting shares, and, if no written request to value the dissenting shares is filed with the commissioner within five (5) days after the expiration of the ninety-day period, then all dissenting stockholders who have failed to accept the offer of the state bank within the thirty-day period prescribed in subdivision (a)(4) of this section shall be bound by the terms of the plan of exchange.
(f) The amount due a dissenting stockholder under an accepted offer of the state bank or under the appraisal shall constitute a debt of the state bank which must be paid, if and when the plan of exchange is consummated, simultaneously with the surrender by the dissenting stockholder of his shares.
(g) Within ten (10) days after the plan of exchange is consummated, the state bank shall give written notice thereof to each dissenting stockholder who is entitled to receive in cash the fair value of his shares.
(h) The plan of exchange shall provide for payment of or the manner of disposing of any shares of the state bank not taken by dissenting stockholders.