O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-4-143 (2019)

Right of stockholder to dissent from merger or share exchange consolidation - Demand for payment of value of stock

✓ O.C.G.A. (archive.org 2024 item): print volumes of 2004-2024, per-volume vintage; older volumes partly replaced by 2019 Release 73 text; no 2025 or 2026 Acts
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.
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If 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.

History

(Code 1933, § 22-4404, enacted by Ga. L. 1968, p. 565, § 1; Ga. L. 1993, p. 1231, § 33.)

Annotations

COMMENT

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 Former section 14-4-144 was repealed in its entirety to achieve this result.

JUDICIAL DECISIONS

Injunction not an available remedy. - 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 and 14-4-143, 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).

RESEARCH REFERENCES

Am. Jur. 2d. - 19 Am. Jur. 2d, Corporations, § 2192 et seq.

C.J.S. - 19 C.J.S., Corporations, § 896 et seq.

ALR. - 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.