Utah Code
Utah Code § 16-10a-1301 (2026)
Definitions
✓ current as of May 2026
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For purposes of
Part 13, Dissenters' Rights
:
"Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
"Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
"Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 16-10a-1302 and who exercises that right when and in the manner required by Sections 16-10a-1320 through 16-10a-1328.
"Fair value" with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.
"Interest" means interest from the effective date of the corporate action until the date of payment, at the statutory rate set forth in Section 15-1-1, compounded annually.
"Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares that are registered in the name of a nominee to the extent the beneficial owner is recognized by the corporation as the shareholder as provided in Section 16-10a-723.
"Shareholder" means the record shareholder or the beneficial shareholder.
Notes of Decisions
Cited in 6
cases, 1997–2014 · leading case: Hogle v. Zinetics Med., Inc., 2002 UT 121 (Utah 2002).
Hogle v. Zinetics Med., Inc., 2002 UT 121 (Utah 2002). “” The Minority appeals and urges us to reject the district court’s valuation and remand for a new value determination by a “special master.”
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). “§ 48-23-101(4) (2002); (23) UtahUtah Code Ann. § 16-10a-1301(4) (2001); (24) VermontVt.”
Bingham Consolidation Co. v. Groesbeck, 2004 UT App 434 (Utah Ct. App. 2004). “Defendants accepted payment but objected to the value of their shares, and, once they had perfected their right to judicial appraisal under Utah Code sections 16-10a-1301 to -1331, an appraisal action was filed on May 14, 1998.”
Oakridge Energy, Inc. v. Clifton, 937 P.2d 130 (Utah 1997). “” § 16-10a-1301(4). In a case where a corporate action causes value to fall, the statute protects minority shareholders from unwise or self-interested actions by the majority.”
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 59 (Utah 2014). “§ 16-10a-1301(4). 51 . Oakridge Energy, Inc.”
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 60 (Utah 2014). “§ 16-10a-1301(5) (defining interest as "interest from the effective date of the corporate action until the date of payment, at the statutory rate set forth in Section 15-1-1, compounded annually").”
— Utah Code § 16-10a-1301(4) — 5 cases
Hogle v. Zinetics Med., Inc., 2002 UT 121 (Utah 2002). “” The Minority appeals and urges us to reject the district court’s valuation and remand for a new value determination by a “special master.”
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). “§ 48-23-101(4) (2002); (23) UtahUtah Code Ann. § 16-10a-1301(4) (2001); (24) VermontVt.”
Oakridge Energy, Inc. v. Clifton, 937 P.2d 130 (Utah 1997). “” § 16-10a-1301(4). In a case where a corporate action causes value to fall, the statute protects minority shareholders from unwise or self-interested actions by the majority.”
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 59 (Utah 2014). “§ 16-10a-1301(4). 51 . Oakridge Energy, Inc.”
Bingham Consolidation Co. v. Groesbeck, 2004 UT App 434 (Utah Ct. App. 2004). “Defendants accepted payment but objected to the value of their shares, and, once they had perfected their right to judicial appraisal under Utah Code sections 16-10a-1301 to -1331, an appraisal action was filed on May 14, 1998.”
— Utah Code § 16-10a-1301(5) — 1 case
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 60 (Utah 2014). “§ 16-10a-1301(5) (defining interest as "interest from the effective date of the corporate action until the date of payment, at the statutory rate set forth in Section 15-1-1, compounded annually").”
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