§ 23B.13.010 Definitions
§ 23B.13.020 Right to dissent
§ 23B.13.030 Dissent by nominees and beneficial owners
§ 23B.13.200 Notice of dissenters’ rights
§ 23B.13.210 Notice of intent to demand payment
§ 23B.13.220 Dissenters’ rights — Notice
§ 23B.13.230 Duty to demand payment
§ 23B.13.240 Share restrictions
§ 23B.13.250 Payment
§ 23B.13.260 Failure to take corporate action
§ 23B.13.270 After-acquired shares
§ 23B.13.280 Procedure if shareholder dissatisfied with payment or offer
§ 23B.13.300 Court action
§ 23B.13.310 Court costs and counsel fees

Terms Used In Washington Code > Chapter 23B.13 - Dissenters' rights

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Beneficial shareholder: means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. See Washington Code 23B.13.010
  • Corporation: means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. See Washington Code 23B.13.010
  • 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.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dissenter: means a shareholder who is entitled to dissent from corporate action under RCW 23B. See Washington Code 23B.13.010
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • 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 Washington Code 23B.13.010
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
  • Record shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Washington Code 23B.13.010
  • Shareholder: means the record shareholder or the beneficial shareholder. See Washington Code 23B.13.010