Corporate Law Rights of Dissenting Shareholders

[Dolby]

Thanks in advance for any assistance!

I was a shareholder of a company that sold all of its assets to another company. Following the guidelines in 302A.473 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS, I delivered my written notice of dissent prior to the vote on the sale of assets. I have not received any communication from the company since the vote almost 4-months ago.

Since the vote, I have contacted the lawyer to understand when they will be responding, and asked for the fair market value of the shares. The lawyer replied that they were busy, clearly it was a low priority.

Can someone help me understand what my rights are? And what steps I can take in compliance with 302A.473?

 

[dee_dub]

I'm guessing this is Minnesota?

Was the sale approved of by the vote and/or board? And has the sale happened yet?

 

[Dolby]

Yes Minnesota. Sale approved and completed in April. Thanks.

 

[dee_dub]

As I understand it, you were to deposit your shares with the company within 30 days and demand payment. After that, the company should have paid you their assessment of hte fair market value. I gather neither of those things happened, so I really can't say what should happen next.

You might find this to be of value:
http://www.fredlaw.com/articles/litigation/dissentersrightsinMN.pdf

 

[Dolby]

According to Subd. 4 of 302A.473 (google 302A.473), the corporation shall send to all shareholders a notice that contains information and instructions for where to send shares, etc. My understanding is that I will have 30 days after the notice to comply with instructions. To-date I have not received this information, nor have I been asked for my shares. The lawyer associated with the company has not been cooperative in sending this information to me.

 

[dee_dub]

Have you written them a letter stating that they're required under the statute to send you the notice, and if they don't they're liable to whatever penalties the statute provides for?

 

[Dolby]

No I have not. I could do that-- but now I'm treading in unfamiliar territory, i.e. I don't know what penalties may exist, and how to phrase the letter to motivate them to respond. And if they don't respond, do I need to hire a lawyer? Is it worth hiring a lawyer considering I don't even have a good idea on what the company may owe me, etc.??

Thanks.

 

[dee_dub]

I don't know what penalties there may be either - I would imagine a fine of some insignificant amount.

You only need to hire a lawyer if you think you can't get them to buy back your shares without involving one. I don't know if you're at that point yet. You could always walk down to the president's office, plunk your share certificates down on his desk, and demand your payment.