40 Pa. Stat. § 594

Current through Pa Acts 2024-53, 2024-56 through 2024-92

Section 594 - Filing papers; dissenting stock-holders

Such corporation shall, within thirty days after such plan shall have been adopted and approved as hereinbefore provided, file, in the office of the Secretary of the Commonwealth and in the office of the Insurance Commissioner, a copy of such plan, a copy of the resolution of the directors adopting such plan, one of the copies of the return of said stock-holders' meeting, and one of the copies of the return of said policy-holders' meeting, which shall be lawful notice to all interested parties of the adoption and approval of such plan as aforesaid. If any stock-holder or stock-holders of such corporation shall not have consented to such plan, it shall be lawful for such stock-holder or stock-holders, at any time within thirty days from the time of filing of the papers aforesaid in the offices of the Secretary of the Commonwealth and of the Insurance Commissioner, to apply by petition to any court of common pleas in the county in which the principal office of such corporation may be situate to appoint an assessor or assessors to appraise the share or shares of stock of said stock-holder or stock-holders in such corporation, or, on failure of said stock-holder or stock-holders to apply for the appointment of an assessor or assessors within the time aforesaid, such corporation may make such application. Upon such petition for the appointment of an assessor or assessors being filed, said court shall direct such notice to be given as the court shall deem proper to such corporation, if the petition shall have been filed by said stock-holder or stock-holders, or to said stock-holder or stock-holders, if the petition shall have been filed by such corporation, and, upon proof being made of the giving of such notice, and upon hearing all parties in interest who may appear in response thereto, it shall be the duty of said court to appoint an assessor or assessors as aforesaid, and the person or persons so appointed shall appraise the share or shares of said stock-holder or stock-holders without regard to any appreciation or depreciation in consequence of such plan, and such appraisement, when confirmed by said court, shall be final and conclusive. Such corporation shall at its election either:

(a) Pay to said stock-holder or stockholders the value of said share or shares so ascertained, whereupon said stock-holder or stock-holders shall transfer the share or shares of stock so held by them to such corporation; or (b) deposit the value as aforesaid of said share or shares of said stock-holder or stock-holders with said court; whereupon said stock-holder or stock-holders shall cease to have any interest in said share or shares or in such corporation or in the property or assets of such corporation, and said share or shares shall be and become the property of such corporation; and, in case the value as aforesaid of such share or shares shall not be so paid or deposited within thirty days after the said appraisement or award shall have been made and confirmed by said court, the said appraisement or award so made and confirmed shall be filed in the office of the prothonotary of said court as a judgment against such corporation, and may be collected as other judgments in said court are by law recoverable. The cost of said court proceedings, including a reasonable allowance to said assessor or assessors, shall be paid by such corporation upon the approval and order of said court.

40 P.S. § 594

1921, April 20, P.L. 175, § 3.