§ 623. Procedure to enforce shareholder's right to receive payment for\n shares.\n (a) A shareholder intending to enforce his right under a section of\nthis chapter to receive payment for his shares if the proposed corporate\naction referred to therein is taken shall file with the corporation,\nbefore the meeting of shareholders at which the action is submitted to a\nvote, or at such meeting but before the vote, written objection to the\naction. The objection shall include a notice of his election to dissent,\nhis name and residence address, the number and classes of shares as to\nwhich he dissents and a demand for payment of the fair value of his\nshares if the action is taken. Such objection is not required from any\nshareholder to whom the corporation did not give notice of such meeting\nin accordance with this chapter or where the proposed action is\nauthorized by written consent of shareholders without a meeting.\n (b) Within ten days after the shareholders' authorization date, which\nterm as used in this section means the date on which the shareholders'\nvote authorizing such action was taken, or the date on which such\nconsent without a meeting was obtained from the requisite shareholders,\nthe corporation shall give written notice of such authorization or\nconsent by registered mail to each shareholder who filed written\nobjection or from whom written objection was not required, excepting any\nshareholder who voted for or consented in writing to the proposed action\nand who thereby is deemed to have elected not to enforce his right to\nreceive payment for his shares.\n (c) Within twenty days after the giving of notice to him, any\nshareholder from whom written objection was not required and who elects\nto dissent shall file with the corporation a written notice of such\nelection, stating his name and residence address, the number and classes\nof shares as to which he dissents and a demand for payment of the fair\nvalue of his shares. Any shareholder who elects to dissent from a merger\nunder section 905 (Merger of subsidiary corporation) or paragraph (c) of\nsection 907 (Merger or consolidation of domestic and foreign\ncorporations) or from a share exchange under paragraph (g) of section\n913 (Share exchanges) shall file a written notice of such election to\ndissent within twenty days after the giving to him of a copy of the plan\nof merger or exchange or an outline of the material features thereof\nunder section 905 or 913.\n (d) A shareholder may not dissent as to less than all of the shares,\nas to which he has a right to dissent, held by him of record, that he\nowns beneficially. A nominee or fiduciary may not dissent on behalf of\nany beneficial owner as to less than all of the shares of such owner, as\nto which such nominee or fiduciary has a right to dissent, held of\nrecord by such nominee or fiduciary.\n (e) Upon consummation of the corporate action, the shareholder shall\ncease to have any of the rights of a shareholder except the right to be\npaid the fair value of his shares and any other rights under this\nsection. A notice of election may be withdrawn by the shareholder at any\ntime prior to his acceptance in writing of an offer made by the\ncorporation, as provided in paragraph (g), but in no case later than\nsixty days from the date of consummation of the corporate action except\nthat if the corporation fails to make a timely offer, as provided in\nparagraph (g), the time for withdrawing a notice of election shall be\nextended until sixty days from the date an offer is made. Upon\nexpiration of such time, withdrawal of a notice of election shall\nrequire the written consent of the corporation. In order to be\neffective, withdrawal of a notice of election must be accompanied by the\nreturn to the corporation of any advance payment made to the shareholder\nas provided in paragraph (g). If a notice of election is withdrawn, or\nthe corporate action is rescinded, or a court shall determine th
‹ Prev All New York sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.