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Call Now: 904-383-7448If any corporation incorporated by the Secretary of State under provisions other than Chapter 2 of this title, except banks and trust companies, merges or enters into a share exchange with another corporation pursuant to Code Section 14-4-140, 14-4-141, or 14-4-142, the rights of shareholders of such corporation to dissent from and obtain payment of the fair value of their shares in connection with such merger or share exchange shall be governed by provisions of Article 13 of Chapter 2 of this title.
(Code 1933, § 22-4404, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1993, p. 1231, § 33.)
Note to 1993 Amendment The 1993 amendment conformed this section to the revised Business Corporation Code, by eliminating a reference to a consolidation and replacing it with a reference to a share exchange. It also conformed the procedures for dissenters' rights to those of the Business Corporation Code. Former section 14-4-144 was repealed in its entirety to achieve this result.
- The minority shareholders of a railroad company were not entitled to enjoin a merger between the railroad and a non-railroad corporation, having offered no facts to support the merger, and having an adequate remedy at law under O.C.G.A. §§ 14-2-250 and14-4-143, which provide for a fair and adequate price to dissenting shareholders. Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984).
- 19 Am. Jur. 2d, Corporations, § 2192 et seq.
- 19 C.J.S., Corporations, § 896 et seq.
- Construction and effect of provision for payment of dissenting stockholders in statutes relating to merger, consolidation, or reorganization of banks or other corporations, 162 A.L.R. 1237; 174 A.L.R. 960.
Timeliness and sufficiency of dissenting stockholder's notice of his objection to consolidation or merger and of his demand for payment for his shares, 40 A.L.R.3d 260.
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.
Total Results: 1
Court: Supreme Court of Georgia | Date Filed: 1984-09-06
Citation: 253 Ga. 257, 320 S.E.2d 530, 1984 Ga. LEXIS 882
Snippet: dissenting shareholders under OCGA §§ 14-2-250, 14-4-143. Thus, the issue of *263the fairness and adequacy