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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 580. Action to Determine Value of Shares.
previous: Section 578
. Offer and Payment to Dissenting Shareholders; Circumstances Where Prohibited.
next: Section 582
. Status of Shares Acquired From Dissenting Shareholders.
AS 10.06.580. Action to Determine Value of Shares.
- (a) If the corporation fails to make the offer required by AS 10.06.578(a) or the shareholder rejects the offer within
the 30-day period specified in AS 10.06.578
- (1) the corporation shall, within 20 days after the expiration of the 30-day period specified in AS 10.06.578
(f), file a petition in the court of the judicial district where the registered office of the corporation is located,
requesting that the fair value of the shares be determined; if, in the case of a merger or consolidation, the surviving
or new corporation is a foreign corporation without a registered office in the state, the petition shall be filed in
the judicial district where the registered office of the domestic corporation was last located; or
- (2) if the corporation fails to institute a proceeding as provided in this section, a dissenting shareholder may institute
a proceeding in the name of the corporation; if a dissenting shareholder does not institute a proceeding within 30 days
after the expiration of the 20-day period granted the corporation under (1) of this subsection, the dissenter loses the
dissenter's rights unless the superior court, for good cause shown, otherwise directs.
- (b) All dissenting shareholders who have rejected the corporate offer extended under AS 10.06.578
(a), wherever residing, shall be made parties to the proceeding as an action against their shares quasi in rem. The
corporation shall serve a copy of the complaint in the proceeding on each dissenting shareholder who is a resident of
this state in the manner provided by the Alaska Rules of Civil Procedure, and on each nonresident dissenting
shareholder either by certified mail and publication, or in another manner permitted by law. The jurisdiction of the
court shall be plenary and exclusive. A dissenting shareholder who is a party to the proceeding is entitled to judgment
against the corporation for the amount determined under (c) of this section to be the fair value of the shares of that
- (c) The court shall determine whether a dissenting shareholder who is a party to the court action is entitled to receive
payment for the shareholder's shares. If the corporation does not request a determination, or if the court finds that a
dissenting shareholder is entitled to a determination, the court shall establish the value of the shares; for the
purposes of this section, the value shall be the fair value at the close of business on the day before the date on
which the vote was taken approving the proposed corporate action. In fixing the fair value of the shares, the court
shall consider the nature of the transaction giving rise to the right to dissent under AS 10.06.576
, its effects on the corporation and its shareholders, the concepts and methods customary in the relevant securities
and financial markets for determining the fair value of shares of a corporation engaging in a similar transaction under
comparable circumstances, and other relevant factors. The court may appoint one or more persons as appraisers to
receive evidence and recommend a decision on the question of fair value of the shares. The appraisers have the power
and authority specified in the order of appointment or as amended.
- (d) The judgment must include an allowance for interest at the rate the court finds to be fair and equitable, from the
date on which the proposed corporate action vote was taken to the date of payment. In determining the rate of interest,
the court shall consider all relevant factors, including the rate of interest that the corporation would have had to
pay to borrow money during the pendency of the proceeding. If the court finds that the refusal of a shareholder to
accept the corporate offer of payment for the shares is arbitrary, vexatious, or otherwise in bad faith, the court
shall deny interest to the shareholder.
- (e) A party to the proceeding shall bear its own costs and expenses, including the fees and expenses of its counsel and of
any experts employed by it. Notwithstanding the foregoing, the court may, in its discretion, apportion and assess all
or part of the costs, expenses, and fees incurred by the corporation against one or more of the dissenting shareholders
who are parties to the proceeding, if the court finds that a refusal to accept the corporate offer was arbitrary,
vexatious, or otherwise in bad faith. The court may, in its discretion, apportion and assess all or a part of the
costs, expenses, and fees incurred by one or more of the dissenting shareholders who are parties to the proceeding
against the corporation if the court finds that
- (1) the fair value of the shares materially exceeds the amount that the corporation offered to pay;
- (2) an offer or required advance payment was not made by the corporation as provided in AS 10.06.578
- (3) the corporation failed to institute the special proceeding within the period specified under (a) of this section; or
- (4) the action of the corporation in complying with its obligations as provided in this chapter was arbitrary, vexatious,
or otherwise in bad faith.
- (f) Unless prohibited by AS 10.06.578
(g), within 60 days after the final determination of the proceeding, the corporation shall pay to each dissenting
shareholder who is a party the amount determined under (e) of this section in exchange for the surrender of the
certificate representing the dissenter's shares or the dissenter's shares if the shares are uncertificated. Upon
payment of the judgment, the dissenting shareholder ceases to have an interest in the shares.
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