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2018 Georgia Code 14-2-1325 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 14-2-1325 Case Law from Google Scholar Amendments to OCGA 14-2-1325

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 2. Business Corporations, 14-2-101 through 14-2-1703.

ARTICLE 13 DISSENTERS' RIGHTS

14-2-1325. Offer of payment.

  1. Except as provided in Code Section 14-2-1327, within ten days of the later of the date the proposed corporate action is taken or receipt of a payment demand, the corporation shall by notice to each dissenter who complied with Code Section 14-2-1323 offer to pay to such dissenter the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.
  2. The offer of payment must be accompanied by:
    1. The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
    2. A statement of the corporation's estimate of the fair value of the shares;
    3. An explanation of how the interest was calculated;
    4. A statement of the dissenter's right to demand payment under Code Section 14-2-1327; and
    5. A copy of this article.
  3. If the shareholder accepts the corporation's offer by written notice to the corporation within 30 days after the corporation's offer or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the taking of the proposed corporate action, whichever is later.

(Code 1981, §14-2-1325, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 59; Ga. L. 1993, p. 1231, § 18.)

Law reviews.

- For article, "Business Associations," see 63 Mercer L. Rev. 83 (2011).

COMMENT

Source: Model Act, § 13.25. This replaces former § 14-2-251(f).

Subsection (a) departs from the Model Act by preserving the approach of former Georgia law, in § 14-2-251(f). Former § 14-2-251(f) provided for the corporation to make a written offer of its estimate of fair value. Payment is only required to be made if the shareholder accepted the offer within 30 days, and then payment must be made within 60 days of the making of the offer or consummation of the corporate action, whichever is later. The Model Act contemplated changing this procedure by requiring immediate payment by the corporation upon completion of the transaction, without awaiting final agreement or a determination of fair value. As long as interest is paid on the amount finally determined or agreed upon, this shift adds nothing of substance to a dissenter's rights. Thus Section14-2-1325(a) requires the corporation only to make an offer of the fair value of the shares.

Since the shareholder must decide whether or not to accept the payment in full satisfaction, he must be furnished at this time with the financial information specified in Section 14-2-1325(b), with a reminder of his further rights and liabilities, and with a copy of this article.

Note to 1989 Amendment The 1989 amendments added subsection (c) to preserve the timetable of the former Code, set out in O.C.G.A. § 14-2-251(f) (1982). If the shareholder fails to accept the corporation's offer within 30 days, he loses the right to receive payment within the 60 day period provided. Under former § 14-2-251(f) his right to payment depended upon completion of the appraisal proceeding the corporation was obligated to initiate.

Note to 1993 Amendment The 1993 amendment also adds a default provision in subparagraph (c) providing that if a shareholder who has asserted dissenters' rights pursuant to Section 14-2-1323 does not respond to the corporation's offer of payment within thirty days, the shareholder will be deemed to have accepted the offer.

Cross-References Dissenters' notice, see § 14-2-1322. "Fair value" defined, see § 14-2-1301. "Interest" defined, see § 14-2-1301. Payment demand, see § 14-2-1323. Rejection of corporation's estimate of fair value, see § 14-2-1327.

RESEARCH REFERENCES

ALR.

- Construction and effect of provision for payment to dissenting shareholders in statute relating to merger, consolidation, or reorganization of banks or other corporations, 162 A.L.R. 1237; 174 A.L.R. 960.

Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like, 48 A.L.R.3d 430.

Valuation of stock of dissenting stockholders in case of consolidation or merger of corporation, sale of its assets, or the like - equitable remedy of quasi-appraisal, 17 A.L.R.7th 6.

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