§1331. Court action

Link to law: http://legislature.maine.gov/legis/statutes/13-C/title13-Csec1331.html
Published: 2015

§1331. Court action








1. Commence proceeding. 
If a shareholder makes demand for payment under section 1327 that remains unsettled,
a corporation shall commence a proceeding within 60 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 60-day period,
the corporation shall pay in cash to each shareholder the amount the shareholder demanded
pursuant to section 1327 plus interest.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








2. Appropriate court. 
A corporation shall commence the proceeding under subsection 1 in the appropriate
court of the county where the corporation's principal office is located or, if there is no principal office, in Kennebec County. If the corporation is a foreign corporation, the corporation shall
commence the proceeding in the county in this State where the principal office of
the domestic corporation merged with the foreign corporation was located or, if the
domestic corporation did not have its principal office in this State at the time of
the transaction, in Kennebec County.


[
2009, c. 415, Pt. A, §9 (AMD)
.]








3. Shareholders party to proceeding. 
A 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.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








4. Jurisdiction; appraisers. 
The jurisdiction of the court in which the proceeding is commenced under subsection
2 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
have the powers described in the order appointing them or in any amendment to the
order. The shareholders demanding appraisal rights under this chapter are entitled
to the same discovery rights as parties in other civil proceedings. Shareholders
demanding appraisal rights under this chapter do not have a right to a jury trial.


[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]








5. Shareholder entitled to judgment. 
Each shareholder made a party to the proceeding under subsection 1 is entitled to
judgment for the:





A. Amount, if any, by which the court finds the fair value of the shareholder's shares,
plus interest, exceeds the amount paid by a corporation to the shareholder for the
shares; or [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]











B. Fair value, plus interest, of the shareholder's shares for which a corporation elected
to withhold payment under section 1326. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]








[
2001, c. 640, Pt. A, §2 (NEW);
2001, c. 640, Pt. B, §7 (AFF)
.]





SECTION HISTORY

2001, c. 640, §A2 (NEW).
2001, c. 640, §B7 (AFF).
2007, c. 323, Pt. C, §17 (AMD).
2007, c. 323, Pt. G, §4 (AFF).
2009, c. 415, Pt. A, §9 (AMD).
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