ORS 60.554
Right to dissent
(1)
Subject to subsection (2) of this section, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate acts:(a)
Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by ORS 60.487 (Action on plan of merger or share exchange) or the articles of incorporation and the shareholder is entitled to vote on the merger or if the corporation is a subsidiary that is merged with its parent under ORS 60.491 (Merger with subsidiary);(b)
Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;(c)
Consummation of a sale or exchange of all or substantially all of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;(d)
An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter’s shares because it:(A)
Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; or(B)
Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under ORS 60.141 (Fractional shares);(e)
Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; or(f)
Conversion to a noncorporate business entity pursuant to ORS 60.472 (Conversion).(2)
A shareholder entitled to dissent and obtain payment for the shareholder’s shares under ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) may not challenge the corporate action creating the shareholder’s entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.(3)
Dissenters’ rights shall not apply to the holders of shares of any class or series if the shares of the class or series were registered on a national securities exchange on the record date for the meeting of shareholders at which the corporate action described in subsection (1) of this section is to be approved or on the effective date of the merger under ORS 60.491 (Merger with subsidiary), unless the articles of incorporation otherwise provide. [1987 c.52 §125; 1989 c.1040 §31; 1993 c.403 §9; 1999 c.362 §15; 2009 c.355 §2]
Source:
Section 60.554 — Right to dissent, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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