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Call Now: 904-383-7448A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one beneficial shareholder and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this Code section are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.
(Code 1981, §14-2-1303, enacted by Ga. L. 1988, p. 1070, § 1.)
Source: Model Act, § 13.03. This replaces former § 14-2-250(c).
Section14-2-1303 addresses the relationship between dissenters' rights and the widespread practice of nominee or street name ownership of publicly held shares. Generally, a shareholder must dissent with respect to all the shares he owns or over which he has power to direct the vote. If a record shareholder is a nominee for several beneficial shareholders, however, some of whom wish to dissent and some of whom do not, Section14-2-1303(a) permits the record shareholder to dissent with respect to a portion of the shares owned by him but only with respect to all the shares beneficially owned by a single person. Former § 14-2-250(c) was less clear.
The Model Act contained a subsection (b) that permitted beneficial owners to dissent directly. No such procedure existed in former Georgia law, in § 14-2-250(c), and that approach was preserved. The fiduciary duties of nominees and other fiduciaries will require them to dissent when requested by beneficial owners, unless they are trustees with trust powers to exercise their own discretion and judgment.
Cross-References "Beneficial shareholder" defined, see § 14-2-1301. Notice to the corporation, see § 14-2-141. "Person" defined, see § 14-2-140. "Record shareholder" defined, see § 14-2-1301. "Shareholder" defined, see §§ 14-2-140 & 14-2-1301. Shares held by nominee, see § 14-2-723. Voting agreements, see § 14-2-731. Voting trusts, see § 14-2-730.
- 19 Am. Jur. 2d, Corporations, §§ 2192 et seq.
- Status of owners of nonregistered stock as "stockholders" within state statute relating to merger or consolidation or reorganization of corporation, or sale of its entire assets, 158 A.L.R. 983.
- In light of the similarity of the statutory provisions, decisions under former Code Section 14-2-251, are included in the annotations for this Code section.
- Minority shareholders who failed to appeal the denial of their motion to enjoin a merger and chose to tender their shares at the offered price and accept the benefit of the merger, thereby abandoned their statutory rights and were barred from subsequently attacking the validity of the merger. Columbus Mills, Inc. v. Kahn, 259 Ga. 80, 377 S.E.2d 153 (1989) (decided under former § 14-2-251).
- 19 Am. Jur. 2d, Corporations, §§ 2192 et seq.
No results found for Georgia Code 14-2-1303.