C.  JudicialAppraisal of Shares

 

§414-371  Court action.  (a)  If ademand for payment under section 414-359 remains unsettled, the corporationshall commence a proceeding within sixty days after receiving the paymentdemand and petition the court to determine the fair value of the shares andaccrued interest.  If the corporation does not commence the proceeding withinthe sixty-day period, it shall pay each dissenter whose demand remainsunsettled the amount demanded.

(b)  [Subsection effective until June 30,2010.  For subsection effective July 1, 2010, see below.]  The corporationshall commence the proceeding in the circuit court.  If the corporation is aforeign corporation without a registered office in this State, it shallcommence the proceeding in the county in this State where the registered officeof the domestic corporation merged with or whose shares were acquired by theforeign corporation was located.

(b)  [Subsection effective July 1, 2010. For subsection effective until June 30, 2010, see above.]  The corporationshall commence the proceeding in the circuit court.  If the corporation is aforeign corporation, it shall commence the proceeding in the county in thisState where the principal office of the domestic corporation merged with or whoseshares were acquired by the foreign corporation was located or, if the domesticcorporation did not have its principal office in this State at the time of thetransaction, then in the city and county of Honolulu.

(c)  The corporation shall make all dissenters(whether or not residents of this State) whose demands remain unsettled partiesto the proceeding as in an action against their shares and all parties must beserved with a copy of the petition.  Nonresidents may be served by registeredor certified mail or by publication as provided by law.

(d)  The jurisdiction of the court in which theproceeding is commenced under subsection (b) is plenary and exclusive.  Thecourt may appoint one or more persons as appraisers to receive evidence andrecommend decision on the question of fair value.  The appraisers have thepowers described in the order appointing them, or in any amendment to it.  Thedissenters are entitled to the same discovery rights as parties in other civilproceedings.

(e)  Each dissenter made a party to theproceeding is entitled to judgment:

(1)  For the amount, if any, by which the court findsthe fair value of the dissenter's shares, plus interest, exceeds the amountpaid by the corporation; or

(2)  For the fair value, plus accrued interest, of thedissenter's after-acquired shares for which the corporation elected to withholdpayment under section 414-358. [L 2000, c 244, pt of §1; am L 2009, c 55, §8]