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271B.13-020 Right to dissent.
(1)
(2)
A shareholder shall be entitled to dissent from, and obtain payment of the fair
value of his shares in the event of, any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party:
1.
If shareholder approval is required for the merger by KRS
271B.11-030 or the articles of incorporation and the shareholder is
entitled to vote on the merger; or
2.
If the corporation is a subsidiary that is merged with its parent under
KRS 271B.11-040;
(b) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange,
including a sale in dissolution but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the sale will be distributed to the shareholders
within one (1) year after the date of sale;
(d) Consummation of a plan of conversion of the corporation into a limited
liability company or statutory trust;
(e) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's shares because it:
1.
Alters or abolishes a preferential right of the shares to a distribution
or in dissolution;
2.
Creates, alters, or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase of the shares;
3.
Excludes or limits the right of the shares to vote on any matter other
than a limitation by dilution through issuance of shares or other
securities with similar voting rights; or
4.
Reduces the number of shares owned by the shareholder to a
fraction of a share, if the fractional share so created is to be
acquired for cash under KRS 271B.6-040;
(f) Any transaction subject to the requirements of KRS 271B.12-210 or
exempted by KRS 271B.12-220(2); or
(g) Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.
A shareholder entitled to dissent and obtain payment for his shares under this
chapter shall not challenge the corporate action creating his entitlement unless
the action is unlawful or fraudulent with respect to the shareholder or the
corporation.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 93, effective July 12, 2012. -Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 67, effective July 15, 2010.
-- Amended 2007 Ky. Acts ch. 137, sec. 67, effective June 26, 2007. -- Created
1988 Ky. Acts ch. 23, sec. 124, effective January 1, 1989.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
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