2017 ORS 60.591¹
Court action

(1) If a demand for payment under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand under ORS 60.587 (Procedure if shareholder dissatisfied with payment or offer) and petition the court under subsection (2) of this section to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall commence the proceeding in the circuit court of the county where a corporation’s principal office is located, or if the principal office is not in this state, where the corporation’s registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the circuit court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the court order appointing them, or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the proceeding is entitled to judgment for:

(a) The amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, exceeds the amount paid by the corporation; or

(b) The fair value, plus accrued interest, of the dissenter’s after-acquired shares for which the corporation elected to withhold payment under ORS 60.584 (After-acquired shares). [1987 c.52 §136]

Notes of Decisions

Appraising value of shares can be meld of different approaches, and asset value, market value and enterprise value may all be considered, with weight to be determined as circumstances of case may indicate. Chrome Data Systems, Inc. v. Stringer, 109 Or App 513, 820 P2d 831 (1991)

Trial court did not err in treating offer by competitor to buy assets of corpora­tion as floor value for stock, or in setting value of stock above that floor value but below value set by appraiser based on market sales. Chrome Data Systems, Inc. v. Stringer, 109 Or App 513, 820 P2d 831 (1991)

For purposes of appellate review, judicial appraisal pro­ceed­ing is legal in nature. G.I. Joe’s, Inc. v. Nizam, 183 Or App 116, 50 P3d 1282 (2002)

Notes of Decisions

Under Former Similar Statutes (Ors 57.865 to 57.890)

In determining “fair value” of dissenter’s shares under dissenters’ rights statute, applica­tion of mi­nority discount was not appropriate. Columbia Manage­ment Co. v. Wyss, 94 Or App 195, 765 P2d 207 (1988), Sup Ct review denied

Law Review Cita­tions

Under Former Similar Statutes (Ors 57.865 to 57.890)

18 WLR 123 (1982)

In General

30 WLR 373 (1994)

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.