ARIZONA HOUSE OF REPRESENTATIVES Fifty-seventh Legislature First Regular Session
	House: COM DP 10-0-0-0

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HB 2047: judicial appraisal; costs; attorney fees

Sponsor: Representative Kolodin, LD 3

Caucus & COW

Overview

Designates the applicable court costs that are assessed against a corporation in an appraisal proceeding.

History

A dissenter is a shareholder of a domestic corporation who is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of certain corporate actions such as a merger, acquisition or sale.

A shareholder who wishes to assert dissenters' rights must deliver to the corporation written notice of the shareholder's intent to demand payment for the shareholder's shares if the proposed action is effectuated and must not vote the shares in favor of the corporation's proposed action. When a shareholder sends a dissenters' notice, they must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice and deposit the shareholder's certificates. A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due and either demand payment of the dissenter's estimate or reject the corporation's offer and demand payment of the fair value of the dissenter's shares and interest due.

If a demand for payment remains unsettled, the corporation must 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, it must pay each dissenter whose demand remains unsettled the amount demanded.

The court, then, in an appraisal proceeding determines all costs of the proceeding. The court must assess the court costs and attorney fees and expenses against the corporation and, to an extent, the dissenters (Title 10, Chapter 13, A.R.S.).

Provisions

1. Specifies, in an appraisal proceeding, the court costs and the attorney fees and expenses that are assessed against the corporation apply to the corporation, the surviving corporation or a resulting corporation from a sale, merger or acquisition. (Sec. 1)

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                        HB 2047

Initials PB     Page 0 Caucus & COW

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