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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 576. Procedures Relating to the Exercise of a Shareholder's Right to Dissent; Completion of Corporate Action; Notice of Election; Treatment of Shares.
previous: Section 574
. Right of Shareholders to Dissent.
next: Section 578
. Offer and Payment to Dissenting Shareholders; Circumstances Where Prohibited.
AS 10.06.576. Procedures Relating to the Exercise of a Shareholder's Right to Dissent; Completion of Corporate Action; Notice of Election; Treatment of Shares.
- (a) A shareholder electing to exercise a right to dissent shall file with the corporation, before or at the meeting of
shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed
corporate action. The objection must include a notice of election to dissent, the shareholder's name and residence
address, the number and classes of shares as to which the shareholder dissents, and a demand for payment of the fair
value of the shares if the action is taken. A shareholder to whom the corporation did not give notice of the meeting in
accordance with this chapter is not required to make the objection provided in this section.
- (b) Within 10 days after the shareholders' vote authorizing the action, the corporation shall given written notice of the
authorization to each shareholder who filed written objection or from whom written objection was not required. The
corporation may consider that a shareholder who voted for the proposed action has elected not to enforce a right of
dissent under this chapter, and need not give notice to the shareholder.
- (c) Within 20 days after notice has been given under (b) of this section, a shareholder from whom written objection was
not required under (a) of this section and who elects to dissent shall file with the corporation a written notice of
the election, stating the shareholder's name and residence address, the number and classes of shares as to which the
shareholder dissents, and a demand for payment of the fair value of the shares. A shareholder who elects to dissent
from a merger under AS 10.06.532
, a consolidation under AS 10.06.534
, a share exchange under AS 10.06.540
, a transaction authorized under AS 10.06.562, or a
sale of assets under AS 10.06.568
shall file a written notice of the election to dissent within 20 days after the merger plan, consolidation plan, share
exchange plan, or sale of assets resolution has been mailed to the shareholder.
- (d) A merger, consolidation, or exchange is considered completed within the meaning of this chapter on the effective date
determined in accordance with AS 10.06.560
; a transaction under AS 10.06.568
is completed within the meaning of this chapter when the corporation has received the consideration specified in the
board resolution that was submitted to the shareholders in accordance with that section.
- (e) Upon completion of the corporation action, the shareholder shall cease to have the rights of a shareholder except the
right to be paid the fair value of the shares as to which the dissenter's rights were perfected under this chapter. A
notice of election may be withdrawn by the shareholder at any time before an acceptance under AS 10.06.578
(f), but in no case later than 60 days from the date of completion of the corporate action, except that the time for
withdrawing a notice of election shall be extended for 60 days from the date an offer is made, if the corporation fails
to make a timely offer under AS 10.06.578
. After the time for withdrawal has expired, withdrawal of a notice of election requires the written consent of the
corporation. In order to be effective, withdrawal of a notice of election must be accompanied by the return to the
corporation of an advance payment made to the shareholder as provided in AS 10.06.578
. If a notice of election is withdrawn, if the corporate action is rescinded, if a court determines that the
shareholder is not entitled to the right to dissent, or if the shareholder otherwise loses the right to dissent, the
shareholder shall not have the right to receive payment for the shares and shall be reinstated to all rights as a
shareholder that were effective on the date of the completion of the corporate action. The rights to which the
shareholder is reinstated include intervening preemptive rights and the right to payment of an intervening dividend or
other distribution. If an intervening right has expired or if a dividend or distribution that is not in cash has been
completed, the corporation may elect to pay the shareholder the fair value of the shares in cash at the value, as
determined by the board, at the time of the expiration or completion. The election to pay the value in cash shall be
without prejudice to a corporate proceeding that has occurred in the interim.
- (f) At the time of filing the notice of election to dissent, or within 30 days after the shareholder has filed the notice,
the shareholder shall submit to the corporation, or to its transfer agent, the certificates representing the shares for
which payment is claimed, if certificates have been issued. The corporation or its transfer agent shall note
conspicuously on the certificates, or on a separate document if certificates have not been issued for the shares, that
a notice of election has been filed, and shall return the certificates or the separate document to the shareholder or
to the person who submitted them on the shareholder's behalf. Unless a court, for good cause shown, otherwise directs,
a shareholder who fails to comply with this subsection loses the right to dissent granted by this chapter, if the
corporation gives written notice that the right to dissent will be lost to the shareholder within 45 days from the date
that the shareholder filed the notice of election to dissent. If the corporation fails to exercise this notice option
in a timely manner, the shareholder retains the right to dissent granted by this chapter.
- (g) When a share of a dissenting shareholder under (f) of this section is transferred, the new certificate must bear a
notation similar to that made under (f) of this section and state the name of the original dissenting holder of the
shares, or, if the share is an uncertificated share, the corporation must give the transferee a written notice stating
that a notice of election to dissent has been filed and giving the name of the original dissenting holder. A transferee
acquires only the rights in the corporation that the original dissenting shareholder had at the time of transfer.
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