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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 13. DISSENTERS’ RIGHTS · Part 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

14-2-1301. Definitions.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. As used in this article, the term:

  2. (1)

    ‘‘Beneficial shareholder’’ means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.#

  3. (2)

    ‘‘Corporate action’’ means the transaction or other action by the corporation that creates dissenters’ rights under Code Section 14-2-1302.#

  4. (3)

    ‘‘Corporation’’ means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.#

  5. (4)

    ‘‘Dissenter’’ means a shareholder who is entitled to dissent from corporate action under Code Section 14-2-1302 and who exercises that right when and in the manner required by Code Sections 14-2-1320 through 14-2-1327.#

  6. (5)

    ‘‘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.#

  7. (6)

    ‘‘Interest’’ means interest from the effective date of the corporate action until the date of payment, at a rate that is fair and equitable under all the circumstances.#

  8. (7)

    ‘‘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.#

  9. (8)

    ‘‘Shareholder’’ means the record shareholder or the beneficial shareholder.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-1301, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1993, p. 1231, § 16.

Law reviews

For article, ‘‘Going Private Through Stock Reclassification,’’ see 15 (No. 7) Ga. St. B. J. 14 (2010).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 451 to 452; merge action: carried; file SHA-256 f2fad2b71b39.