271B.13-020 Right to dissent

(1) A shareholder shall be entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (a) Consummation of a plan of merger to which the corporation is a party: 1

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If shareholder approval is required for the merger by KRS 271B.11-030 or the articles of incorporation and the shareholder is entitled to vote on the merger; or If the corporation is a subsidiary that is merged with its parent under KRS 271B.11-040; (b) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (c) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale; (d) Consummation of a plan of conversion of the corporation into a limited liability company or statutory trust; (e) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: 1

Alters or abolishes a preferential right of the shares to a distribution or in dissolution; Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares; Excludes or limits the right of the shares to vote on any matter other than a limitation by dilution through issuance of shares or other securities with similar voting rights; Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share so created is to be acquired for cash under KRS 271B.6-040; or In a public benefit provisions; changes the public benefit corporation, 2

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(f) Any transaction subject to the requirements of KRS 271B.12-210 or exempted by KRS 271B.12-220(2); (g) Any election by a corporation to become a public benefit corporation or pursuant to the merger of a corporation with and into a public benefit corporation; or (h) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares

(2) A shareholder entitled to dissent and obtain payment for his shares under this chapter shall not challenge the corporate action creating his entitlement except by an application for injunctive relief prior to the consummation of the corporate action

Effective:June 29, 2017 History: Amended 2017 Ky. Acts ch. 28, sec. 8, effective June 29, 2017. -- Amended 2015 Ky. Acts ch. 34, sec. 11, effective June 24, 2015. -- Amended 2012 Ky. Acts ch. 81, sec. 93, effective July 12, 2012. -- Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 67, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 67, effective June 26, 2007. -- Created 1988 Ky

Acts ch. 23, sec. 124, effective January 1, 1989

Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec

183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section."