N.Y. Insurance Law Section 7119
Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a...

§ 7119. Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a subsidiary insurer.

(a)

A shareholder of a domestic company, by complying with Business Corporation Law § 623 (Procedure to enforce shareholder’s right to receive payment for shares)section six hundred twenty-three of the business corporation law except as otherwise provided in subsections (b) and (c) hereof, shall have the right to receive payment for the fair value of his shares, and such other rights and benefits as are provided by such section of the business corporation law, in the following cases:

(1)

a shareholder entitled to vote who does not assent to the taking of any action specified in § 7102 (Merger, consolidation and acquisition of assets)section seven thousand one hundred two of this article; or

(2)

a shareholder whose shares are acquired pursuant to § 7118 (Plan for acquisition of minority interests in a subsidiary insurer)section seven thousand one hundred eighteen of this article.

(b)

A shareholder who elects to dissent from an acquisition proposed under § 7118 (Plan for acquisition of minority interests in a subsidiary insurer)section seven thousand one hundred eighteen of this article shall, in lieu of the procedures set forth in paragraphs (a), (b) and (c) of Business Corporation Law § 623 (Procedure to enforce shareholder’s right to receive payment for shares)section six hundred twenty-three of the business corporation law, file a written notice of his election to dissent with the parent within twenty days after the delivery to him of either a copy of the plan or a summary thereof pursuant to subsection (e) of § 7118 (Plan for acquisition of minority interests in a subsidiary insurer)section seven thousand one hundred eighteen of this article.

(c)

For purposes of this section, the provisions of Business Corporation Law § 623 (Procedure to enforce shareholder’s right to receive payment for shares)section six hundred twenty-three of the business corporation law, other than paragraphs (i) and (m) thereof, are applicable except that:

(1)

the references to “this chapter” in paragraph (a) of such section of the business corporation law are deemed to refer to this article;

(2)

in the case of shares acquired pursuant to § 7118 (Plan for acquisition of minority interests in a subsidiary insurer)section seven thousand one hundred eighteen of this article, the references to “shareholders’ authorization date” in paragraph (g) of such section of the business corporation law are deemed to refer to the date of delivery of the plan or a summary thereof as provided in subsection (e) of § 7118 (Plan for acquisition of minority interests in a subsidiary insurer)section seven thousand one hundred eighteen of this article; and

(3)

upon payment of the value of the shares of a shareholder who has dissented from a merger or consolidation, as provided in paragraph (g) or (h) of such section of the business corporation law, the shares shall be cancelled.

Source: Section 7119 — Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a..., https://www.­nysenate.­gov/legislation/laws/ISC/7119 (updated Sep. 22, 2014; accessed Oct. 26, 2024).

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Accessed:
Oct. 26, 2024

Last modified:
Sep. 22, 2014

§ 7119’s source at nysenate​.gov

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