Kentucky Statutes 271B.13-280 – Procedure if shareholder dissatisfied with payment or offer
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(1) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate (less any payment under KRS § 271B.13-250), or reject the corporation‘s offer under KRS § 271B.13-270 and demand payment of the fair value of his shares and interest due, if:
(a) The dissenter believes that the amount paid under KRS § 271B.13-250 or offered under KRS § 271B.13-270 is less than the fair value of his shares or that the interest due is incorrectly calculated;
(b) The corporation fails to make payment under KRS § 271B.13-250 within sixty
(60) days after the date set for demanding payment; or
(c) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.
(2) A dissenter waives his right to demand payment under this section unless he shall notify the corporation of his demand in writing under subsection (1) of this section within thirty (30) days after the corporation made or offered payment for his shares.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 134, effective January 1, 1989.
(a) The dissenter believes that the amount paid under KRS § 271B.13-250 or offered under KRS § 271B.13-270 is less than the fair value of his shares or that the interest due is incorrectly calculated;
Terms Used In Kentucky Statutes 271B.13-280
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- 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.
- Corporation: means the issuer of the shares held by a dissenter, except that in the case of a merger where the issuing corporation is not the surviving corporation, then, after consummation of the merger, "corporation" shall mean the surviving corporation. See Kentucky Statutes 271B.13-010
- Dissenter: means a shareholder who is entitled to dissent from corporate action under KRS §. See Kentucky Statutes 271B.13-010
- Interest: means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. See Kentucky Statutes 271B.13-010
(b) The corporation fails to make payment under KRS § 271B.13-250 within sixty
(60) days after the date set for demanding payment; or
(c) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.
(2) A dissenter waives his right to demand payment under this section unless he shall notify the corporation of his demand in writing under subsection (1) of this section within thirty (30) days after the corporation made or offered payment for his shares.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 134, effective January 1, 1989.