Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer.
Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer. (a)
A shareholder paid pursuant to section 33-865 who is dissatisfied with the amount of
the payment must notify the corporation in writing of the shareholder's estimate of the
fair value of the shares and demand payment of that estimate, plus interest, less any
payment under section 33-865. A shareholder offered payment under section 33-867
who is dissatisfied with that offer must reject the offer and demand payment of the
shareholder's stated estimate of the fair value of the shares plus interest.
(b) A shareholder who fails to notify the corporation in writing of the shareholder's
demand to be paid the shareholder's stated estimate of the fair value of the shares plus
interest under subsection (a) of this section within thirty days after receiving the corporation's payment under section 33-865 or offer of payment under section 33-867 waives
the right to demand payment under this section and shall be entitled only to the payment
made under section 33-865 or the payment offered under section 33-867.
(P.A. 94-186, S. 158, 215; P.A. 01-199, S. 24.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions
including replacing "dissenter" with "shareholder" where appearing, deleting provisions authorizing the dissenter to demand payment if the corporation fails to make payment under Sec. 33-865 within 60 days after the date set for demanding
payment and if the corporation fails to take the proposed action and does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment and
amended Subsec. (b) to rephrase provisions re waiver by a shareholder of the right to demand payment and add provision
that such shareholder shall be entitled only to the payment made under Sec. 33-865 or the payment offered under Sec. 33-867.
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.