O.C.G.A.

O.C.G.A. § 14-2-1322 (2019)

Dissenters’ notice

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

Find cases: SyfertCases citing this section GA-LEGlegis.ga.gov (official) JustiaJustia CornellLII Search CasesGoogle Scholar

(a) If proposed corporate action creating dissenters’ rights under Code Section 14-2-1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of Code Section 14-2-1321.

(b) The dissenters’ notice must be sent no later than ten days after the corporate action was taken and must:

(1) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;

(3) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the notice required in subsection (a) of this Code section is delivered; and

(4) Be accompanied by a copy of this article.

History

(Code 1981, § 14-2-1322, enacted by Ga. L. 1988, p. 1070, § 1.)

Annotations

COMMENT Source: Model Act, § 13.22. This replaces former § 14-2-251(b) & (c). The basic purpose of Section 14-2-1322 is to require the corporation to tell all actual or potential dissenters what they must do in order to take advantage of their right of dissent. The requirements of what this notice (called a ‘‘dissenters’ notice’’) must contain are spelled out in detail to ensure that this notice serves this basic purpose. Section 14-2-1322(a) is substantially similar to former § 14-2-251(b). In the case of an action that is submitted to the vote of shareholders, the dissenters’ notice must be sent only to those persons who gave notice of their intention to dissent under Section 14-2-1321 and who refrained from voting in favor of the proposed actions. In the case of a transaction not involving a vote by shareholders, the dissenters’ notice must be sent to all persons who are eligible to dissent and demand payment. In either case the dissenters’ notice must be sent within 10 days after the corporate action is taken and must be accompanied by a copy of this article. The notice must contain or be accompanied by a form which a person asserting dissenters’ right may use to complete the demand for payment under Section

Notes of Decisions

Cited in 1 case, 2006–2006 · leading case: Haskins v. Haskins, 629 S.E.2d 504 (Ga. Ct. App. 2006).

Sort: Relevance Newest Treatment

Haskins v. Haskins, 629 S.E.2d 504 (Ga. Ct. App. 2006). · cites it 2× “The CBI Board of Directors sent notice to Drewry Haskins III and members of his family who owned CBI stock *517 under OCGA § 14-2-1322. 1 Because the resolution only offered to pay $427 per share of the old stock, however, Drewry Haskins III and his family rejected the offer and…”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.