Sec. 33-862. Appraisal notice and form.
Sec. 33-862. Appraisal notice and form. (a) If proposed corporate action requiring appraisal rights under subsection (a) of section 33-856 becomes effective, the corporation must deliver a written appraisal notice and form required by subdivision (1) of
subsection (b) of this section to all shareholders who satisfied the requirements of section
33-861. In the case of a merger under section 33-818, the parent must deliver a written
appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(b) The appraisal notice shall be sent no earlier than the date the corporate action
became effective and no later than ten days after such date and shall:
(1) Supply a form that specifies the date of the first announcement to shareholders
of the principal terms of the proposed corporate action and requires the shareholder
asserting appraisal rights to certify (A) whether or not those shares for which appraisal
rights are asserted were acquired before that date, and (B) that the shareholder did not
vote for the transaction;
(2) State:
(A) Where the form must be sent and where certificates for certificated shares must
be deposited and the date by which those certificates must be deposited, which date may
not be earlier than the date for receiving the required form under subparagraph (B) of
this subdivision;
(B) A date by which the corporation must receive the form which date may not be
fewer than forty nor more than sixty days after the date the appraisal notice and form
under subsection (a) of this section are sent, and state that the shareholder shall have
waived the right to demand appraisal with respect to the shares unless the form is received
by the corporation by such specified date;
(C) The corporation's estimate of the fair value of the shares;
(D) That, if requested in writing, the corporation will provide, to the shareholder
so requesting, within ten days after the date specified in subparagraph (B) of this subdivision, the number of shareholders who return the forms by the specified date and the
total number of shares owned by them; and
(E) The date by which the notice to withdraw under section 33-863 must be received,
which date must be within twenty days after the date specified in subparagraph (B) of
this subdivision; and
(3) Be accompanied by a copy of sections 33-855 to 33-872, inclusive.
(P.A. 94-186, S. 152, 215; P.A. 01-199, S. 20.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions,
replace "dissenters' rights" with "appraisal rights" and add provision re delivery of appraisal notice and form in the case
of a merger under Sec. 33-818 and amended Subsec. (b) to substantially revise provisions, including replacing "dissenters'
notice" and "dissenters' rights" with "appraisal notice" and "appraisal rights", respectively, requiring the notice be sent
"no earlier than the date the corporate action became effective and no later than ten days after such date" rather than "no
later than ten days after the corporate action was taken", redesignating former Subdiv. (3) as Subdiv. (1) and amending to
rephrase provisions and require the shareholder to certify that the shareholder did not vote for the transaction, redesignating
former Subdiv. (1) as Subdiv. (2)(A) and amending to rephrase provisions and add provision that the deposit date "may
not be earlier than the date for receiving the required form" under Subdiv. (2)(B), redesignating former Subdiv. (4) as
Subdiv. (2)(B) and amending to rephrase provisions, require the form be received by a date not fewer than 40 days, rather
than 30 days, after the date the notice and form are sent and require the notice to state "that the shareholder shall have
waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such
specified date", adding Subdiv. (2)(C) re estimate of the fair value of the shares, adding Subdiv. (2)(D) re information re
number of shareholders who return forms and total number of shares owned by them, adding Subdiv. (2)(E) re date by
which a notice to withdraw must be received and redesignating former Subdiv. (5) as Subdiv. (3).
Annotations to former section 33-374:
Cited. 178 C. 262.
Cited. 1 CA 14.
Under former statute, 33-19, the valuation of shares was not an award subject to confirmation by the court but merely
created a debt from the corporation to the shareholder. 21 CS 488. Remedy of appraisal set forth in this section is exclusive
and precludes any other action. 44 CS 12.
Subsec. (g):
Where trier of fact has right, under statute, to determine fair value he may select a legally recognized measure of value
such as marker value. 1 CA 14.
Annotation to present section:
P.A. 94-186, Sec. 152 cited. 44 CS 12.