2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter IX - Merger or Consolidation
§ 256. Rights of dissenting stockholders

(a) The corporation resulting from any consolidation or surviving any merger shall within 10 days after the date in which the agreement of consolidation or merger has been filed, notify each stockholder in any corporation of the United States Virgin Islands consolidating or merging, who objected thereto in writing and whose shares were not voted in favor of such consolidation or merger, and who filed such written objection with the corporation before the taking of the vote in such consolidation or merger, that the agreement has been filed. Such notice shall include a statement that the stockholder has the right, within 20 days after the date of mailing the notice, to demand in writing payment of the value of his stock and a statement of the provisions of subsections (a) and (b) of this section. The notice shall be sent by registered mail, return receipt requested, addressed to the stockholder at his last known address as it appears on the books of the corporation. If any such stockholder shall within 20 days after the date of mailing of the notice demand in writing, from the corporation resulting from or surviving such consolidation or merger, payment for his stock, such resulting or surviving corporation shall, within 30 days after the expiration of the period of 20 days, pay to him the value of his stock on the date of the filing of the agreement of consolidation or merger, exclusive of any element of value arising from the expectation or accomplishment of such consolidation or merger.

(b) If during the period of 30 days provided for in subsection (a) of this section, the corporation and any such objecting stockholder fail to agree as to the value of such stock, any such stockholder, or the corporation resulting from such consolidation or surviving such merger, may by petition filed in the district court within four months after the expiration of the period of 30 days demand a determination of the value of the stock of all such objecting stockholders by an appraiser to be appointed by the court.

(c) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the corporation, which shall within ten days after such service file in the office of the clerk of the court in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the corporation. If the petition shall be filed by the corporation, the petition shall be accompanied by such a duly verified list. The clerk of the court shall give notice of the time and place fixed for the hearing of such petition by registered mail to the corporation and to the stockholders shown upon the list at the addresses therein stated, and notice shall also be given by publishing a notice at least once a week for two successive weeks, the second publication to appear at least one week before the day of the hearing, in a newspaper of general circulation published in the United States Virgin Islands. The court may direct such additional publications of notice as it deems advisable. The forms of the notices by mail and by publication shall be approved by the court.

(d) After the hearing of such petition the court shall determine the stockholders who have complied with the provisions of this section and become entitled to the valuation of and payment for their shares, and shall appoint an appraiser to determine such value. Such appraiser may examine any of the books and records of the corporation or corporations the stock of which he is charged with the duty of valuing, and he shall make a determination of the value of the shares upon such investigation as to him seems proper. The appraiser shall also afford a reasonable opportunity to the parties interested to submit to him pertinent evidence on the value of the shares. The appraiser, also, shall have such powers and authority as may be conferred upon him by the rules of the court or by the order of his appointment.

(e) The appraiser shall determine the value of the stock of the stockholders adjudged by the court to be entitled to payment therefor and shall file his report respecting such value in the office of the clerk of the court in which the petition was filed and notice of the filing of such report shall be given by the said clerk to the parties in interest. Such report shall be subject to exceptions to be heard before the court both upon the law and facts. The court shall by its decree determine the value of the stock of the stockholders entitled to payment therefor and shall direct the payment of such value, together with interest, if any, as hereinafter provided, to the stockholders entitled thereto by the resulting or surviving corporation upon the transfer to it of the certificates representing such stock, which decree may be enforced as other decrees in the district court may be enforced, whether such resulting or surviving corporation be a corporation of the United States Virgin Islands or of any state of the United States.

(f) At the time of appointing the appraiser or at any time thereafter the court may require the dissenting stockholders to submit their certificates of stock to the clerk of the court for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with such direction the court may dismiss the proceedings as to such stockholder.

(g) The cost of any such appraisal, including a reasonable fee to and the reasonable expenses of the appraiser, but exclusive of fees of counsel or of experts retained by any party, may on application of any party in interest be determined by the court and taxed against the corporation unless it shall be shown that one or more parties to the proceeding has acted in bad faith or unreasonably, in which case the court may tax such cost in whole or in part against the parties to such appraisal as appears equitable, except that the cost of giving the notice by publication and by registered mail herein above provided for shall be paid by the corporation. The court may, in application of any party in interest, determine the amount of interest, if any, to be paid upon the value of the stock of the stockholders entitled thereto.

(h) Any stockholder who has demanded payment of his stock as herein provided shall not thereafter be entitled to vote such stock for any purpose or be entitled to the payment of dividends or other distribution on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the date of the filing of the agreement of merger or consolidation) unless the appointment of an appraiser shall not be applied for within the time herein provided, or the proceeding be dismissed as to such stockholder, or unless such stockholder shall with the written approval of the corporation deliver to the corporation a written withdrawal of his objections to and an acceptance of such consolidation or merger, in any of which cases the right of such stockholder to payment of his stock shall cease.

(i) The shares of the surviving or resulting corporation into which the shares of such dissenting stockholders would have been converted had they assented to the consolidation or merger shall have the status of authorized and unissued shares of the surviving or resulting corporation.