Dissenters' rights or appraisal rights

Question 1

Appraisal rights: when are they given?

Answer 1

If shareholder does not wish to participate in fundamental issue (merger, asset shale, share exchange, amendment of articles), they may get APPRAISAL RIGHTS

Question 2

Appraisal rights: what are they?

Answer 2

Entitles shareholders to have shares purchased by corporation at FAIR VALUE determined by COURT

Question 3

Procedural requirements to invoke dissenters’ rights/appraisal rights: 3 steps

Answer 3

1) shareholder must send WRITTEN NOTICE to corporation prior to vote of dissent

2) At meeting, shareholder must ABSTAIN or vote NO at meeting, AND

3) Shareholder must make PROMPT WRITTEN DEMAND for fair market value after action approved

Question 4

Fair Market Value Determination

Answer 4

If shareholder and corporation disagree on fair market value, court can appoint EXPERT APPRAISER to issue binding appraisal