10-1330. Court action
A. If a demand for payment under section 10-1328 remains unsettled, the corporation
shall commence a proceeding within sixty days after receiving the payment demand and
shall petition the court to determine the fair value of the shares and accrued
interest. If the corporation does not commence the proceeding within the sixty day
period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
B. The corporation shall commence the proceeding in the court in the county where a
corporation's principal office or, if none in this state, its known place of business is
located. If the corporation is a foreign corporation without a known place of business
in this state, it shall commence the proceeding in the county in this state where the
known place of business of the domestic corporation was located.
C. The corporation shall make all dissenters, whether or not residents of this
state, whose demands remain unsettled parties to the proceeding as in an action against
their shares, and all parties shall be served with a copy of the petition. Nonresidents
may be served by certified mail or by publication as provided by law or by the Arizona
rules of civil procedure.
D. The jurisdiction of the court in which the proceeding is commenced under
subsection B of this section is plenary and exclusive. There is no right to trial by
jury in any proceeding brought under this section. The court may appoint a master to
have the powers and authorities as are conferred on masters by law, by the Arizona rules
of civil procedure or by the order of appointment. The master's report is subject to
exceptions to be heard before the court, both on the law and the facts. The dissenters
are entitled to the same discovery rights as parties in other civil proceedings.
E. Each dissenter made a party to the proceeding is entitled to judgment either:
1. For the amount, if any, by which the court finds the fair value of his shares
plus interest exceeds the amount paid by the corporation.
2. For the fair value plus accrued interest of the dissenter's after-acquired
shares for which the corporation elected to withhold payment under section 10-1327.
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