(1) A shareholder that receives notice pursuant to section 7-113-203 and that wishes to exercise appraisal rights must sign and return the form sent by the corporation 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 given pursuant to section 7-113-203 (2)(b)(II). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 7-113-203 (2)(a). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 7-113-206. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2) of this section.
(2) A shareholder who has complied with subsection (1) 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 given pursuant to section 7- 113-203 (2)(b)(V). A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
(3) A shareholder that does not sign and return the form and, in the case of certified shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 7-113-203 (2), is not entitled to payment under this article 113.
Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1955, § 56, effective July 1, 2020.
Editor's note: This section is similar to former § 7-113-204 as it existed prior to 2020.
Notes of Decisions
Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).
· cites it 15× “§ 7-113-204(2). “Fair value” means the value of the dissenter’s shares “immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action except to the extent that…”
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003).
· cites it 2× “§ 7-113-204. Upon receiving notice, the company must pay the dissenting shareholder the amount which the company estimates to be the fair value of the dissenter's shares.”
John R. Behrmann Revocable Trust v. Szaloczi, 74 P.3d 371 (Colo. Ct. App. 2003).
· cites it 3× “Section 7-113-204(2), C.R.S.2002. In Colorado, claims of breach of fiduciary duty through mismanagement, self-dealing, and secret profits traditionally have been considered corporation claims, "whether raised by the corporation itself or by the stockholders in a derivative suit.”
— Colo. Rev. Stat. § 7-113-204(2) — 2 cases
Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).
“§ 7-113-204(2). “Fair value” means the value of the dissenter’s shares “immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action except to the extent that…”
John R. Behrmann Revocable Trust v. Szaloczi, 74 P.3d 371 (Colo. Ct. App. 2003).
“Section 7-113-204(2), C.R.S.2002. In Colorado, claims of breach of fiduciary duty through mismanagement, self-dealing, and secret profits traditionally have been considered corporation claims, "whether raised by the corporation itself or by the stockholders in a derivative suit.”
— Colo. Rev. Stat. § 7-113-204(3) — 1 case
Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).
“§ 7-113-204(2). “Fair value” means the value of the dissenter’s shares “immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action except to the extent that…”
— Colo. Rev. Stat. § 7-113-204(l)(a) — 1 case
Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).
“§ 7-113-204(2). “Fair value” means the value of the dissenter’s shares “immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action except to the extent that…”
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