C.  Judicial
Appraisal of Shares



 



§414-371  Court action.  (a)  If a
demand for payment under section 414-359 remains unsettled, the corporation
shall commence a proceeding within sixty days after receiving the payment
demand and 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)  [Subsection effective until June 30,
2010.  For subsection effective July 1, 2010, see below.]  The corporation
shall commence the proceeding in the circuit court.  If the corporation is a
foreign corporation without a registered office in this State, it shall
commence the proceeding in the county in this State where the registered office
of the domestic corporation merged with or whose shares were acquired by the
foreign corporation was located.



(b)  [Subsection effective July 1, 2010. 
For subsection effective until June 30, 2010, see above.]  The corporation
shall commence the proceeding in the circuit court.  If the corporation is a
foreign corporation, it shall commence the proceeding in the county in this
State where the principal office of the domestic corporation merged with or whose
shares were acquired by the foreign corporation was located or, if the domestic
corporation did not have its principal office in this State at the time of the
transaction, 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 parties
to the proceeding as in an action against their shares and all parties must be
served with a copy of the petition.  Nonresidents may be served by registered
or certified mail or by publication as provided by law.



(d)  The jurisdiction of the court in which the
proceeding is commenced under subsection (b) is plenary and exclusive.  The
court may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value.  The appraisers have the
powers described in the order appointing them, or in any amendment to it.  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:



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



(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 414-358. [L 2000, c 244, pt of §1; am L 2009, c 55, §8]