New York Laws
Title 6 - Stockholders
6022 - Procedure to Enforce Stockholder's Right to Receive Payment for Shares.

(a) The corporation or, in the case of a merger, the receiving
corporation shall, within twenty days after the expiration of whichever
is applicable of the two periods last mentioned, institute a special
proceeding in the supreme court in the judicial district in which the
office of the corporation is located to determine the rights of
dissenting stockholders and to fix the fair value of their shares.
(b) If the corporation fails to institute such proceeding within such
period of twenty days, any dissenting stockholder may institute such
proceeding for the same purpose not later than thirty days after the
expiration of such twenty day period. If such proceeding is not
instituted within such thirty day period, all dissenter's rights shall
be lost unless the supreme court, for good cause shown, shall otherwise
direct.
(c) All dissenting stockholders, excepting those who, as provided in
subdivision seven, have agreed with the corporation upon the price to be
paid for their shares, shall be made parties to such proceeding, which
shall have the effect of an action quasi in rem against their shares.
The corporation shall serve a copy of the petition in such proceeding
upon each dissenting stockholder who is a resident of this state in the
manner provided by law for the service of a summons, and upon each
nonresident dissenting stockholder either by registered mail and
publication, or in such other manner as is permitted by law. The
jurisdiction of the court shall be plenary and exclusive.
(d) The court shall determine whether each dissenting stockholder, as
to whom the corporation requests the court to make such determination,
is entitled to receive payment for his shares. If the corporation does

not request any such determination or if the court finds that any
dissenting stockholder is so entitled, it shall proceed to fix the value
of the shares, which, for the purposes of this section, shall be the
fair value as of the close of business on the day prior to the
stockholders' authorization date, excluding any appreciation or
depreciation directly or indirectly induced by such corporate action or
its proposal. The court may, if it so elects, appoint an appraiser to
receive evidence and recommend a decision on the question of fair value.
Such appraiser shall have the power, authority and duties specified in
the order appointing him, or any amendment thereof.
(e) The final order in the proceeding shall be entered against the
corporation in favor of each dissenting stockholder who is a party to
the proceeding and is entitled thereto for the value of his shares so
determined.
(f) The final order shall include an allowance for interest at such
rate as the court finds to be equitable, from the stockholders'
authorization date to the date of payment. If the court finds that the
refusal of any stockholder to accept the corporate offer of payment for
his shares was arbitrary, vexatious or otherwise not in good faith, no
interest shall be allowed to him.
(g) The costs and expenses of such proceeding shall be determined by
the court and shall be assessed against the corporation, or, in the case
of a merger, the receiving corporation, except that all or any part of
such costs and expenses may be apportioned and assessed, as the court
may determine, against any or all of the dissenting stockholders who are
parties to the proceeding if the court finds that their refusal to
accept the corporate offer was arbitrary, vexatious or otherwise not in
good faith. Such expenses shall include reasonable compensation for and
the reasonable expenses of the appraiser, but shall exclude the fees and
expenses of counsel for and experts employed by any party unless the
court, in its discretion, awards such fees and expenses. In exercising
such discretion, the court shall consider any of the following:
(A)
that the fair value of the shares as determined materially exceeds the
amount which such corporation offered to pay; (B) that no offer was made
by such corporation; and (C) that such corporation failed to institute
the special proceeding within the period specified therefor.
(h) Within sixty days after final determination of the proceeding, the
corporation or, in the case of a merger, the receiving corporation shall
pay to each dissenting stockholder the amount found to be due him, upon
surrender of the certificates representing his shares.
9. Shares acquired by the corporation upon the payment of the agreed
value therefor or of the amount due under the final order, as provided
in this section, shall be dealt with as provided in section five
thousand fourteen, except that, in the case of a merger, they shall be
disposed of as provided in the plan of merger or consolidation.
10. The enforcement by a stockholder of his right to receive payment
for his shares in the manner provided herein shall exclude the
enforcement by such stockholder of any other right to which he might
otherwise be entitled by virtue of share ownership, except as provided
in subdivision five, and except that this section shall not exclude the
right of such stockholder to bring or maintain an appropriate action to
obtain relief on the ground that such corporate action will be or is
illegal or fraudulent as to him.
11. Except as otherwise expressly provided in this section, any notice
to be given by a corporation to a stockholder under this section shall
be given in the manner provided in section six thousand five.