State Codes and Statutes
Statutes > Utah > Title-16 > Chapter-10a > 16-10a-130216-10a-1302. Right to dissent.
(1) A shareholder, whether or not entitled to vote, is entitled to dissent from, and obtainpayment of the fair value of shares held by him in the event of, any of the following corporateactions:
(a) consummation of a plan of merger to which the corporation is a party if:
(i) shareholder approval is required for the merger by Section 16-10a-1103 or the articlesof incorporation; or
(ii) the corporation is a subsidiary that is merged with its parent under Section16-10a-1104;
(b) consummation of a plan of share exchange to which the corporation is a party as thecorporation whose shares will be acquired;
(c) consummation of a sale, lease, exchange, or other disposition of all, or substantiallyall, of the property of the corporation for which a shareholder vote is required under Subsection16-10a-1202(1), but not including a sale for cash pursuant to a plan by which all or substantiallyall of the net proceeds of the sale will be distributed to the shareholders within one year after thedate of sale; and
(d) consummation of a sale, lease, exchange, or other disposition of all, or substantiallyall, of the property of an entity controlled by the corporation if the shareholders of the corporationwere entitled to vote upon the consent of the corporation to the disposition pursuant to Subsection16-10a-1202(2).
(2) A shareholder is entitled to dissent and obtain payment of the fair value of his sharesin the event of any other corporate action to the extent the articles of incorporation, bylaws, or aresolution of the board of directors so provides.
(3) Notwithstanding the other provisions of this part, except to the extent otherwiseprovided in the articles of incorporation, bylaws, or a resolution of the board of directors, andsubject to the limitations set forth in Subsection (4), a shareholder is not entitled to dissent andobtain payment under Subsection (1) of the fair value of the shares of any class or series of shareswhich either were listed on a national securities exchange registered under the federal SecuritiesExchange Act of 1934, as amended, or on the National Market System of the NationalAssociation of Securities Dealers Automated Quotation System, or were held of record by morethan 2,000 shareholders, at the time of:
(a) the record date fixed under Section 16-10a-707 to determine the shareholders entitledto receive notice of the shareholders' meeting at which the corporate action is submitted to a vote;
(b) the record date fixed under Section 16-10a-704 to determine shareholders entitled tosign writings consenting to the proposed corporate action; or
(c) the effective date of the corporate action if the corporate action is authorized otherthan by a vote of shareholders.
(4) The limitation set forth in Subsection (3) does not apply if the shareholder will receivefor his shares, pursuant to the corporate action, anything except:
(a) shares of the corporation surviving the consummation of the plan of merger or shareexchange;
(b) shares of a corporation which at the effective date of the plan of merger or shareexchange either will be listed on a national securities exchange registered under the federalSecurities Exchange Act of 1934, as amended, or on the National Market System of the NationalAssociation of Securities Dealers Automated Quotation System, or will be held of record by
more than 2,000 shareholders;
(c) cash in lieu of fractional shares; or
(d) any combination of the shares described in Subsection (4), or cash in lieu of fractionalshares.
(5) A shareholder entitled to dissent and obtain payment for his shares under this part maynot challenge the corporate action creating the entitlement unless the action is unlawful orfraudulent with respect to him or to the corporation.
Enacted by Chapter 277, 1992 General Session
