Sec. 33-871. Court action.
Sec. 33-871. Court action. (a) If a shareholder makes demand for payment under
section 33-868 which remains unsettled, the corporation shall commence a proceeding
within sixty days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does not commence
the proceeding within the sixty-day period, it shall pay in cash to each shareholder the
amount the shareholder demanded pursuant to section 33-868 plus interest.
(b) The corporation shall commence the proceeding in the superior court for the
judicial district where a corporation's principal office or, if none, its registered office
in this state is located. If the corporation is a foreign corporation without a registered
office in this state, it shall commence the proceeding in the superior court for the judicial
district where the principal office or registered office of the domestic corporation that
merged with the foreign corporation was located at the time of the transaction.
(c) The corporation shall make all shareholders, whether or not residents of this
state, whose demands remain unsettled parties to the proceeding as in an action against
their shares and all parties must be served with a copy of the petition. Nonresidents may
be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend a decision on the question of
fair value. The appraisers shall have the powers described in the order appointing them,
or in any amendment to it. The shareholders demanding appraisal rights are entitled to
the same discovery rights as parties in other civil proceedings. There shall be no right
to a jury trial.
(e) Each shareholder made a party to the proceeding is entitled to judgment (1) for
the amount, if any, by which the court finds the fair value of the shareholder's shares,
plus interest, exceeds the amount paid by the corporation to the shareholder for such
shares, or (2) for the fair value, plus interest, of the shareholder's shares for which the
corporation elected to withhold payment under section 33-867.
(P.A. 94-186, S. 159, 215; P.A. 01-199, S. 25.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions and require
the corporation to "pay in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868 plus
interest" rather than "pay each dissenter whose demand remains unsettled the amount demanded", amended Subsec. (b)
to rephrase provisions and provide that venue for a foreign corporation without a registered office in this state is the judicial
district "where the principal office or registered office of the domestic corporation that merged with the foreign corporation
was located at the time of the transaction" rather than "where the registered office of the domestic corporation merged
with or whose shares acquired by the foreign corporation was located", amended Subsec. (c) to replace "dissenters" with
"shareholders", amended Subsec. (d) to replace "dissenters" with "shareholders demanding appraisal rights", provide that
there shall be no right to a jury trial and make technical changes and amended Subsec. (e) to rephrase provisions, replace
"dissenter" with "shareholder" and make technical changes including changes for purposes of gender neutrality.
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.