Sec. 33-863. Perfection of rights. Right to withdraw.
Sec. 33-863. Perfection of rights. Right to withdraw. (a) A shareholder who receives notice pursuant to section 33-862 and who wishes to exercise appraisal rights
must certify on the form sent by the corporation whether the beneficial owner of such
shares acquired beneficial ownership of the shares before the date required to be set
forth in the notice pursuant to subdivision (1) of subsection (b) of said section. If a
shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 33-867. In addition, a shareholder
who wishes to exercise appraisal rights must execute and return the form and, in the
case of certificated shares, deposit the shareholder's certificates in accordance with the
terms of the notice by the date referred to in the notice pursuant to subparagraph (B) of
subdivision (2) of subsection (b) of section 33-862. Once a shareholder deposits the
shareholder's certificates or, in the case of uncertificated shares, returns the executed
forms, the shareholder loses all rights as a shareholder, unless the shareholder withdraws
pursuant to subsection (b) of this section.
(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so
notifying the corporation in writing by the date set forth in the appraisal notice pursuant to
subparagraph (E) of subdivision (2) of subsection (b) of section 33-862. A shareholder
who fails to so withdraw from the appraisal process may not thereafter withdraw without
the corporation's written consent.
(c) A shareholder who does not execute and return the form and, in the case of
certificated shares, deposit the shareholder's share certificates where required, each by
the date set forth in the notice described in subsection (b) of section 33-862, shall not
be entitled to payment under sections 33-855 to 33-872, inclusive.
(P.A. 94-186, S. 153, 215; P.A. 01-199, S. 21.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions,
add provision that if a shareholder fails to make the certification the corporation may treat the shares as after-acquired
shares under Sec. 33-867 and add provision that once a shareholder deposits the certificates or, in the case of uncertificated
shares, returns the executed forms, the shareholder loses all rights as a shareholder unless the shareholder withdraws
pursuant to Subsec. (b), deleted former Subsec. (b) re retention of all other rights of a shareholder who demands payment
and deposits share certificates until the rights are cancelled or modified by the taking of the corporate action, added new
Subsec. (b) re procedure for withdrawal by a shareholder from the appraisal process and amended Subsec. (c) to rephrase
provisions.
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.