§ 7-1.2-1201 - Right of shareholders to dissent.
SECTION 7-1.2-1201
§ 7-1.2-1201 Right of shareholders todissent. – (a) Any shareholder of a corporation has the right to dissent from any of thefollowing corporate actions:
(1) Any plan of merger to which the corporation is a party,provided articles of merger have been filed in connection with the transactionunder § 7-1.2-1003, unless the corporation is the surviving corporation ina merger and the approval of its shareholders was not required by virtue of theprovisions of either § 7-1.2-1002 or § 7-1.2-1004; or
(2) Any sale or exchange of all or substantially all of theproperty and assets of a corporation which requires the approval of theshareholders under § 7-1.2-1102.
(b) A shareholder may not dissent as to less than all of theshares registered in his or her name which are owned beneficially by him orher. A nominee or fiduciary may not dissent on behalf of any beneficial owneras to less than all of the shares of the owner registered in the name of thenominee or fiduciary.
(c) Unless otherwise provided in the articles ofincorporation of the issuing corporation, there is no right to dissent for theholders of the shares of any class or series which, on the date fixed todetermine the shareholders entitled to receive notice of the proposedtransaction (or a copy of the agreement of merger under § 7-1.2-1004),were:
(1) Registered on a national securities exchange or includedas national market securities in the national association of securities dealersautomated quotations system or any successor national market system; or
(2) Held of record by not less than two thousand (2,000)shareholders.
(d) A shareholder entitled to the right to dissent under thissection may not challenge a completed corporate action for which the right todissent is available unless such corporate action:
(1) Was not effectuated in accordance with the applicableprovisions of this chapter or the corporation's articles of incorporation,bylaws or board of directors' resolution authorizing the corporate action; or
(2) Was procured as a result of fraud or materialmisrepresentation.