16-10a-1330 - Judicial appraisal of shares -- Court action.
16-10a-1330. Judicial appraisal of shares -- Court action.
(1) If a demand for payment under Section 16-10a-1328 remains unresolved, thecorporation shall commence a proceeding within 60 days after receiving the payment demandcontemplated by Section 16-10a-1328, and petition the court to determine the fair value of theshares and the amount of interest. If the corporation does not commence the proceeding withinthe 60-day period, it shall pay each dissenter whose demand remains unresolved the amountdemanded.
(2) The corporation shall commence the proceeding described in Subsection (1) in thedistrict court of the county in this state where the corporation's principal office, or if it has noprincipal office in this state, Salt Lake County. If the corporation is a foreign corporation, it shallcommence the proceeding in the county in this state where the principal office of the domesticcorporation merged with, or whose shares were acquired by, the foreign corporation was located,or, if the domestic corporation did not have its principal office in this state at the time of thetransaction, in Salt Lake County.
(3) The corporation shall make all dissenters who have satisfied the requirements ofSections 16-10a-1321, 16-10a-1323, and 16-10a-1328, whether or not they are residents of thisstate whose demands remain unresolved, parties to the proceeding commenced under Subsection(2) as an action against their shares. All such dissenters who are named as parties shall be servedwith a copy of the petition. Service on each dissenter may be by registered or certified mail tothe address stated in his payment demand made pursuant to Section 16-10a-1328. If no addressis stated in the payment demand, service may be made at the address stated in the paymentdemand given pursuant to Section 16-10a-1323. 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 forthe record shareholder holding the dissenter's shares. Service may also be made otherwise asprovided by law.
(4) The jurisdiction of the court in which the proceeding is commenced under Subsection(2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receiveevidence and recommend decision on the question of fair value. The appraisers have the powersdescribed in the order appointing them, or in any amendment to it. The dissenters are entitled tothe same discovery rights as parties in other civil proceedings.
(5) Each dissenter made a party to the proceeding commenced under Subsection (2) isentitled to judgment:
(a) for the amount, if any, by which the court finds that the fair value of his shares, plusinterest, exceeds the amount paid by the corporation pursuant to Section 16-10a-1325; or
(b) for the fair value, plus interest, of the dissenter's after-acquired shares for which thecorporation elected to withhold payment under Section 16-10a-1327.
Amended by Chapter 378, 2010 General Session