2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2547 - Valuation procedures.

     § 2547.  Valuation procedures.
        (a)  General rule.--If, within 45 days (or such other time
     period, if any, as required by applicable law) after the date of
     the notice required by section 2545 (relating to notice to
     shareholders), or, if such notice was not provided prior to the
     date of the written demand by the shareholder under section 2546
     (relating to shareholder demand for fair value), then within 45
     days (or such other time period, if any, required by applicable
     law) of the date of such written demand, the controlling person
     or group and the shareholder are unable to agree on the fair
     value of the shares or on a binding procedure to determine the
     fair value of the shares, then each shareholder who is unable to
     agree on both the fair value and on such a procedure with the
     controlling person or group and who so desires to obtain the
     rights and remedies provided in this subchapter shall, no later
     than 30 days after the expiration of the applicable 45-day or
     other period, surrender to the court certificates representing
     any of the shares that are certificated shares, duly endorsed
     for transfer to the controlling person or group, or cause any
     uncertificated shares to be transferred to the court as escrow
     agent under subsection (c) with a notice stating that the
     certificates or uncertificated shares are being surrendered or
     transferred, as the case may be, in connection with the petition
     referenced in section 2545 or, if no petition has theretofore
     been filed, the shareholder may file a petition within the 30-
     day period in the court praying that the fair value (as defined
     in this subchapter) of the shares be determined.
        (b)  Effect of failure to give notice and surrender
     certificates.--Any shareholder who does not so give notice and
     surrender any certificates or cause uncertificated shares to be
     transferred within such time period shall have no further right
     to receive, with respect to shares the certificates of which
     were not so surrendered or the uncertificated shares which were
     not so transferred under this section, payment under this
     subchapter from the controlling person or group with respect to
     the control transaction giving rise to the rights of the
     shareholder under this subchapter.
        (c)  Escrow and notice.--The court shall hold the
     certificates surrendered and the uncertificated shares
     transferred to it in escrow for, and shall promptly, following
     the expiration of the time period during which the certificates
     may be surrendered and the uncertificated shares transferred,
     provide a notice to the controlling person or group of the
     number of shares so surrendered or transferred.
        (d)  Partial payment for shares.--The controlling person or
     group shall then make a partial payment for the shares so
     surrendered or transferred to the court, within ten business
     days of receipt of the notice from the court, at a per-share
     price equal to the partial payment amount. The court shall then
     make payment as soon as practicable, but in any event within ten
     business days, to the shareholders who so surrender or transfer
     their shares to the court of the appropriate per-share amount
     received from the controlling person or group.
        (e)  Appointment of appraiser.--Upon receipt of any share
     certificate surrendered or uncertificated share transferred
     under this section, the court shall, as soon as practicable but
     in any event within 30 days, appoint an appraiser with
     experience in appraising share values of companies of like
     nature to the registered corporation to determine the fair value
     of the shares.
        (f)  Appraisal procedure.--The appraiser so appointed by the
     court shall, as soon as reasonably practicable, determine the
     fair value of the shares subject to its appraisal and the
     appropriate market rate of interest on the amount then owed by
     the controlling person or group to the holders of the shares.
     The determination of any appraiser so appointed by the court
     shall be final and binding on both the controlling person or
     group and all shareholders who so surrendered their share
     certificates or transferred their shares to the court, except
     that the determination of the appraiser shall be subject to
     review to the extent and within the time provided or prescribed
     by law in the case of other appointed judicial officers. See 42
     Pa.C.S. §§ 5105(a)(3) (relating to right to appellate review)
     and 5571(b) (relating to appeals generally).
        (g)  Supplemental payment.--Any amount owed, together with
     interest, as determined pursuant to the appraisal procedures of
     this section shall be payable by the controlling person or group
     after it is so determined and upon and concurrently with the
     delivery or transfer to the controlling person or group by the
     court (which shall make delivery of the certificate or
     certificates surrendered or the uncertificated shares
     transferred to it to the controlling person or group as soon as
     practicable but in any event within ten business days after the
     final determination of the amount owed) of the certificate or
     certificates representing shares surrendered or the
     uncertificated shares transferred to the court, and the court
     shall then make payment, as soon as practicable but in any event
     within ten business days after receipt of payment from the
     controlling person or group, to the shareholders who so
     surrendered or transferred their shares to the court of the
     appropriate per-share amount received from the controlling
     person or group.
        (h)  Voting and dividend rights during appraisal
     proceedings.--Shareholders who surrender their shares to the
     court pursuant to this section shall retain the right to vote
     their shares and receive dividends or other distributions
     thereon until the court receives payment in full for each of the
     shares so surrendered or transferred of the partial payment
     amount (and, thereafter, the controlling person or group shall
     be entitled to vote such shares and receive dividends or other
     distributions thereon). The fair value (as determined by the
     appraiser) of any dividends or other distributions so received
     by the shareholders shall be subtracted from any amount owing to
     such shareholders under this section.
        (i)  Powers of the court.--The court may appoint such agents,
     including the transfer agent of the corporation, or any other
     institution, to hold the share certificates so surrendered and
     the shares surrendered or transferred under this section, to
     effect any necessary change in record ownership of the shares
     after the payment by the controlling person or group to the
     court of the amount specified in subsection (h), to receive and
     disburse dividends or other distributions, to provide notices to
     shareholders and to take such other actions as the court
     determines are appropriate to effect the purposes of this
     subchapter.
        (j)  Costs and expenses.--The costs and expenses of any
     appraiser or other agents appointed by the court shall be
     assessed against the controlling person or group. The costs and
     expenses of any other procedure to determine fair value shall be
     paid as agreed to by the parties agreeing to the procedure.
        (k)  Jurisdiction exclusive.--The jurisdiction of the court
     under this subchapter is plenary and exclusive and the
     controlling person or group, and all shareholders who so
     surrendered or transferred their shares to the court shall be
     made a party to the proceeding as in an action against their
     shares.
        (l)  Duty of corporation.--The corporation shall comply with
     requests for information, which may be submitted pursuant to
     procedures maintaining the confidentiality of the information,
     made by the court or the appraiser selected by the court. If any
     of the shares of the corporation are not represented by
     certificates, the transfer, escrow or retransfer of those shares
     contemplated by this section shall be registered by the
     corporation, which shall give the written notice required by
     section 1528(f) (relating to uncertificated shares) to the
     transferring shareholder, the court and the controlling
     shareholder or group, as appropriate in the circumstances.
        (m)  Payment under optional procedure.--Any amount agreed
     upon between the parties or determined pursuant to the procedure
     agreed upon between the parties shall be payable by the
     controlling person or group after it is agreed upon or
     determined and upon and concurrently with the delivery of any
     certificate or certificates representing such shares or the
     transfer of any uncertificated shares to the controlling person
     or group by the shareholder.
        (n)  Title to shares.--Upon full payment by the controlling
     person or group of the amount owed to the shareholder or to the
     court, as appropriate, the shareholder shall cease to have any
     interest in the shares.

        Cross References.  Section 2547 is referred to in sections
     2545, 2546, 2556 of this title.