New York Banking Code § 6022

Procedure to enforce stockholder's right to receive payment for shares
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§ 6022. Procedure to enforce stockholder's right to receive payment\nfor shares. 1. A stockholder intending to enforce his right under a\nsection of this chapter to receive payment for his shares if the\nproposed corporate action referred to therein is taken shall file with\nthe corporation, before the meeting of stockholders at which the action\nis submitted to a vote, or at such meeting but before the vote, written\nobjection to the action. The objection shall include a statement that he\nintends to demand payment for his shares if the action is taken. Such\nobjection is not required from any stockholder to whom the corporation\ndid not give notice of such meeting in accordance with this chapter or\nwhere the proposed action is authorized by written consent of\nstockholders without a meeting.\n  2. Within ten days after the stockholders' authorization date, which\nterm as used in this section means the date on which the stockholders'\nvote authorizing such action was taken, or the date on which such\nconsent without a meeting was obtained from the requisite stockholders,\nthe corporation shall give written notice of such authorization or\nconsent by registered mail to each stockholder who filed written\nobjection or from whom written objection was not required, excepting any\nwho voted for or consented in writing to the proposed action.\n  3. Within twenty days after the giving of notice to him, any\nstockholder to whom the corporation was required to give such notice and\nwho elects to dissent shall file with the corporation a written notice\nof such election, stating his name and residence address, the number and\nclasses of shares as to which he dissents and a demand for payment of\nthe fair value of his shares.\n  4. A stockholder may not dissent as to less than all of the shares,\nheld by him of record, that he owns beneficially. A nominee or fiduciary\nmay not dissent on behalf of any beneficial owner as to less than all of\nthe shares of such owner held of record by such nominee or fiduciary.\n  5. Upon filing a notice of election to dissent, the stockholder shall\ncease to have any of the rights of a stockholder except the right to be\npaid the fair value of his shares and any other rights under this\nsection.  Withdrawal of a notice of election shall require the written\nconsent of the corporation. If a notice of election is withdrawn, or the\nproposed corporate action is abandoned or rescinded, or a court shall\ndetermine that the stockholder is not entitled to receive payment for\nhis shares, or the stockholder shall otherwise lose his dissenter's\nrights, he shall not have the right to receive payment for his shares\nand he shall be reinstated to all his rights as a stockholder as of the\nfiling of his notice of election, including any intervening preemptive\nrights and the right to payment of any intervening dividend or other\ndistribution or, if any such rights have expired or any such dividend or\ndistribution other than in cash has been completed, in lieu thereof, at\nthe election of the corporation, the fair value thereof in cash as\ndetermined by the board as of the time of such expiration or completion,\nbut without prejudice otherwise to any corporate proceedings that may\nhave been taken in the interim.\n  6. At the time of filing the notice of election to dissent or within\none month thereafter the stockholder shall submit the certificates\nrepresenting his shares to the corporation, or to its transfer agent,\nwhich shall forthwith note conspicuously thereon that a notice of\nelection has been filed and shall return the certificates to the\nstockholder or other person who submitted them on his behalf. Any\nstockholder who fails to submit his certificates for such notation as\nherein specified shall, at the option of the corporation exercised by\nwritten notice to him within forty-five days from the date of filing of\nsuch notice of election to dissent, lose his dissenter's rights unless a\ncourt, for go

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