COMMENT

Source: Model Act, § 13.26. This was formerly covered by § 14-2-251(f).

Section14-2-1326 essentially grants the corporation 60 days after the payment demand date to complete the transaction and make payment for the shares as required by Section14-2-1325. If the corporation is unable to complete the corporate action within 60 days, it must release the shares, and give a new notice when it is ready to repeat the cycle. This requirement prevents the corporation from holding the dissenter indefinitely in a position where he has no possibility of realizing on his shares either by obtaining payment from the corporation or by selling them. Former § 14-2-251(f) contained a similar requirement, but it gave the corporation 90 days from the date of shareholder action approving the transaction. If the transaction has been effected but the corporation fails to make payment as required by this article, it is subject to the sanctions of Section14-2-1331(b).

Subsection (b) makes it clear that the corporation at any time after returning the deposited shares may send a new dissenters' notice under Section 14-2-1322 and repeat the procedure.

Note to 1990 Amendment The 1990 amendment corrected an erroneous statutory cross-reference.

Cross-References Certificateless shares, see § 14-2-626. Court action to compel payment, see §§ 14-2-1330 &14-2-1331. Dissenters' notice, see § 14-2-1322. Information statement for certificateless shares, see § 14-2-626. Share transfer restrictions, see § 14-2-1324.

RESEARCH REFERENCES