2011 ORS § 711.180¹
Rights of stockholder dissenting to merger, share exchange, transfer of assets or liabilities or conversion
  • demand required
  • notice and offer to pay for shares
  • costs of appraisal of shares
  • when rights not applicable

(1) Any stockholder of an Oregon stock bank or Oregon trust company who dissented to a transaction listed under ORS 711.175 (Stockholders right to dissent to merger, share exchange, transfer of assets or liabilities or conversion) (1) and who desires to receive the value in cash of those shares, shall make written demand upon the Oregon stock bank, Oregon trust company or its successor and accompany the demand with the surrender of the share certificates, properly indorsed within 30 days after the stockholders meeting at which a vote to approve the transaction involving an Oregon stock bank or Oregon trust company was taken. Any stockholder failing to make written demand within the 30-day period shall be bound by the terms of the proposed plan of merger, plan of share exchange, plan of conversion or acquisition transaction agreement.

(2) Within 30 days after a transaction listed under ORS 711.175 (Stockholders right to dissent to merger, share exchange, transfer of assets or liabilities or conversion) (1) is effected, the Oregon stock bank, Oregon trust company or its successor shall give written notice thereof to each dissenting stockholder who has made demand under this section at the address of the stockholder on the stock record books of the Oregon stock bank or Oregon trust company, and shall make a written offer to each such stockholder to pay for the shares at a specified price in cash determined by the Oregon stock bank, Oregon trust company or its successor to be the fair value of the shares as of the effective date of the transaction. The notice and offer shall be accompanied by a statement of condition of the Oregon stock bank or Oregon trust company, the shares of which the dissenting stockholder held, as of the latest available date and not more than four months prior to the consummation of the transaction, and a statement of income of the Oregon stock bank or Oregon trust company for the period ending on the date of the statement of condition.

(3) Any stockholder who accepts the offer of the Oregon stock bank, Oregon trust company or its successor within 30 days following the date on which notice of the offer was mailed or delivered to dissenting stockholders shall be paid the price per share offered, in cash, within 30 days following the date on which the stockholder communicates acceptance in writing to the Oregon stock bank, Oregon trust company or its successor. Upon payment, the dissenting stockholder shall cease to have any interest in the shares previously held by the stockholder.

(4) If, within 30 days after notice of the offer, one or more dissenting stockholders do not accept the offer of the Oregon stock bank, Oregon trust company or its successor or if no offer is made, then the value of the shares of the dissenting stockholders who have not accepted the offer shall be ascertained, as of the effective date of the transaction, by an independent, qualified appraiser chosen by the Director of the Department of Consumer and Business Services. The valuation determined by the appraiser shall govern and the appraisers valuation of the shares shall not be appealable except for one or more of the reasons set forth in ORS 36.705 (Vacating award) (1)(a) to (d) for vacation of an arbitrators award, and for one of the grounds for modification or correction of an arbitrators award under ORS 36.710 (Modification or correction of award). Any appeal must be made within 30 days after the date of the appraisers valuation and is subject to ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals). The Oregon stock bank, Oregon trust company or its successor shall pay the dissenting shareholders the appraised value of the shares within 30 days after the date the appraiser sends the Oregon stock bank, Oregon trust company or its successor written notice of the appraisers valuation.

(5) The director shall assess the reasonable costs and expenses of the appraisal proceeding equally to the Oregon stock bank, Oregon trust company or its successor and to the dissenting shareholders, as a group, if the amount offered by the Oregon stock bank, Oregon trust company or its successor is between 85 percent and 115 percent of the appraised value of the shares. The director shall assess the reasonable costs and expenses of the appraisal proceeding and the reasonable costs and expenses, including attorney fees and costs, of the Oregon stock bank, Oregon trust company or its successor to the dissenting stockholders, as a group, if the amount offered by the Oregon stock bank, Oregon trust company or its successor is 115 percent or more of the appraised value of the shares. The director shall assess the reasonable costs and expenses of the appraisal proceeding and the reasonable costs and expenses, including attorney fees and costs, of the dissenting shareholders, as a group, to the Oregon stock bank, Oregon trust company or its successor if the amount offered by the Oregon stock bank, Oregon trust company or its successor is 85 percent or less of the appraised value of the shares. The directors decision regarding assessment of fees and costs may be appealed as provided in ORS 183.415 (Notice of right to hearing) to 183.500 (Appeals).

(6) Amounts required to be paid by the Oregon stock bank, Oregon trust company or its successors, or the dissenting shareholders under this section shall be paid within 30 days after the directors assessment of any fees or costs becomes final or, if the directors decision is appealed, within 30 days after a final determination of the fees and costs is made.

(7) The director may require, as a condition of approving a transaction listed in ORS 711.175 (Stockholders right to dissent to merger, share exchange, transfer of assets or liabilities or conversion) (1), the replacement of all or a portion of the stockholders equity of an Oregon stock bank or Oregon trust company expended in payment to dissenting stockholders under this section.

(8) A stockholder may not receive the fair value of the stockholders shares under this section:

(a) If the plan of merger provides that all stockholders of the Oregon stock bank receive common stock of a holding company pursuant to a merger with an interim banking institution chartered under ORS 707.025 (Organization of banking institution for purpose of merging with, acquiring assets of or assuming liabilities of financial institution), the stockholders Oregon stock bank or Oregon trust company and the interim banking institution are the only parties to the merger and the stockholders relative interests in the holding company are in substantially the same proportions as the stockholders relative interests in the Oregon stock bank or Oregon trust company, except for nominal changes in the stockholders interests resulting from elimination of fractional shares;

(b) If the shares held by the dissenting stockholder immediately before the effective date of a transaction listed in ORS 711.175 (Stockholders right to dissent to merger, share exchange, transfer of assets or liabilities or conversion) (1) are listed on any national securities exchange or are listed for trading on the National Association of Securities Dealers Automated Quotation stock market on either the national market or smallcap market; or

(c) If the plan of stock exchange provides that all stockholders of the Oregon stock bank or Oregon trust company receive stock of a holding company pursuant to the plan of stock exchange with the result that the stockholders relative interests in the holding company are in substantially the same proportions as the stockholders relative interests in the Oregon stock bank or Oregon trust company, except for nominal changes in stockholders interests resulting from elimination of fractional interests. [Formerly 711.045; 2003 c.598 §53; 2005 c.134 §10]