Michigan Compiled Laws
284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)
Section 450.1761 - Definitions.

Sec. 761.
As used in sections 762 to 774:
(a) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.
(b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving corporation by merger of that issuer.
(c) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 762 and who exercises that right when and in the manner required by sections 764 through 772.
(d) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(e) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(f) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(g) "Shareholder" means the record or beneficial shareholder.
History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1988, Act 58, Eff. Apr. 1, 1988 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 Compiler's Notes: Section 2 of Act 58 of 1988 provides: “This amendatory act shall not apply to any domestic corporation before June 1, 1989, unless the corporation's board of directors adopts a resolution, pursuant to this section, electing to have this act apply to the corporation. The resolution shall specify the date after January 1, 1988 and before June 1, 1989 on which this act will apply to the corporation. The resolution shall be filed with the department of commerce, corporation and securities bureau, on or before the date that the act will apply to the corporation.

Structure Michigan Compiled Laws

Michigan Compiled Laws

Chapter 450 - Corporations

Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)

284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)

Section 450.1701 - Merger of Domestic Corporations; Adoption and Contents of Plan of Merger.

Section 450.1702 - Plan of Share Exchange; Approval; Contents; Power of Corporation Not Limited.

Section 450.1703 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1703a - Plan of Merger or Share Exchange; Approval; Definitions.

Section 450.1704 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1706 - Merger With Domestic or Foreign Corporation; Execution of Certificate by Incorporators; Compliance.

Section 450.1707 - Certificate of Merger or Share Exchange.

Section 450.1711 - Merger of Parent and Subsidiary Corporations; Approval; Mailing Copy or Summary of Plan of Merger to Minority Shareholders; Waiver; Compliance; Effectuation of Merger Under Other Provisions.

Section 450.1712 - Merger of Parent and Subsidiary Corporations; Certificate of Merger.

Section 450.1713 - Merger of Parent and Subsidiary Corporations; Approval of Shareholders.

Section 450.1721-450.1723 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1724 - Merger; Applicable Provisions; Share Exchange.

Section 450.1731-450.1734 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1735 - Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited.

Section 450.1736 - Merger of Domestic Corporation With Business Organization.

Section 450.1741 - Abandonment of Merger or Share Exchange.

Section 450.1745 - Conversion of Domestic Corporation Into Business Organization; Requirements; "Business Organization" and "Entity" Defined.

Section 450.1746 - Conversion of Business Organization Into Domestic Corporation; Requirements.

Section 450.1751 - Disposition of Corporate Property and Assets; Approval by Shareholders.

Section 450.1753 - Disposition of Corporate Property and Assets Not in Usual and Regular Course of Business; Recommendation and Submission of Transaction; Notice; Authorization; Abandonment; Disposition by Second Corporation; Transaction as Distribut...

Section 450.1754 - Rights of Shareholders.

Section 450.1761 - Definitions.

Section 450.1762 - Right of Shareholder to Dissent and Obtain Payment for Shares.

Section 450.1763 - Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder.

Section 450.1764 - Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice.

Section 450.1765 - Notice of Intent to Demand Payment for Shares.

Section 450.1766 - Dissenters' Notice; Delivery to Shareholders; Contents.

Section 450.1767 - Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates.

Section 450.1768 - Restriction on Transfer of Shares Without Certificates; Retention of Rights.

Section 450.1768a - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

Section 450.1769 - Payment by Corporation to Dissenter; Accompanying Documents.

Section 450.1770 - Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action.

Section 450.1771 - Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation.

Section 450.1772 - Demand for Payment of Dissenter's Estimate or Rejection of Corporation's Offer and Demand for Payment of Fair Value and Interest Due; Waiver.

Section 450.1773 - Petitioning Court to Determine Fair Value of Shares and Accrued Interest; Failure of Corporation to Commence Proceeding; Venue; Parties; Service; Jurisdiction; Appraisers; Discovery Rights; Judgment.

Section 450.1773a - Referee; Appointment; Powers; Compensation; Duties; Objections to Report; Application to Court for Action; Adoption, Modification, or Recommitment of Report; Further Evidence; Judgment; Review.

Section 450.1774 - Costs of Appraisal Proceeding.