Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Appraisal: A determination of property value.
Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(a)
the corporation at its:
(i)
registered office in this state; or
(ii)
principal office;
(b)
the secretary of the corporation, wherever the secretary is found; or
(c)
another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102
Shareholder: means :
(i)
the person in whose name a share is registered in the records of a corporation; or
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(a)
If a demand for payment under Section 16-10a-1328 remains unresolved, the corporation shall bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, within 60 days after receiving the payment demand contemplated by Section 16-10a-1328, for the court to determine the fair value of the shares and the amount of interest.
(b)
If the corporation does not bring an action within the 60-day period, the corporation shall pay each dissenter whose demand remains unresolved the amount demanded.
(2)
(a)
The corporation shall make all dissenters who have satisfied the requirements of Sections 16-10a-1321, 16-10a-1323, and 16-10a-1328, whether or not they are residents of this state whose demands remain unresolved, parties to the action brought under Subsection (1) as an action against their shares.
(b)
All such dissenters who are named as parties shall be served with a copy of the complaint.
(c)
(i)
Service on each dissenter may be by registered or certified mail to the address stated in the dissenter’s payment demand made pursuant to Section 16-10a-1328.
(ii)
If no address is stated in the payment demand, service may be made at the address stated in the payment demand given pursuant to Section 16-10a-1323.
(iii)
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 for the record shareholder holding the dissenter’s shares.
(iv)
Service may also be made otherwise as provided by law.
(3)
(a)
The jurisdiction of the court in which the action filed under Subsection (1) is plenary and exclusive.
(b)
The court may appoint one or more persons as appraisers to receiveevidence and recommend decision on the question of fair value.
(c)
The appraisers have the powers described in the order appointing them, or in any amendment to it.
(d)
The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(4)
Each dissenter made a party to the action filed under Subsection (1) is entitled to judgment:
(a)
for the amount, if any, by which the court finds that the fair value of the dissenter’s shares, plus interest, 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 the corporation elected to withhold payment under Section 16-10a-1327.
