LD 1517
pg. 7
Page 6 of 13 An Act To Make Necessary Technical Changes Relating to the Maine Business Corpo... Page 8 of 13
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LR 93
Item 1

 
the State, on each dissenting shareholder who is a
nonresident. The jurisdiction of the court is plenary and
exclusive.

 
E.__The court shall determine whether each dissenting
shareholder, as to whom the company requests a
determination, has satisfied the requirements of this
section and is entitled to receive payment for the shares.
As to any dissenting shareholder with respect to whom the
corporation makes such a request, the burden is on the
shareholder to prove that the shareholder is entitled to
receive payment. The court shall then proceed to fix the
fair value of the shares. The court may, if it so elects,
appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair
value. The appraisers have such power and authority as is
specified in the court order appointing them or in any
amendment of the order.

 
F.__All shareholders who are parties to the proceeding are
entitled to judgment against the company for the amount of
the fair value of their shares, except for any shareholder
whom the court determines not to be entitled to receive
payment. The judgment is payable only upon and concurrently
with the surrender to the company of the certificate or
certificates representing the shares. Upon payment of the
judgment, the dissenting shareholder ceases to have any
interest in the shares.

 
G.__The judgment must include an allowance for interest at
such rate as the court may find to be fair and equitable in
all the circumstances, from the date on which the plan was
adopted pursuant to subsection 2 to the date of payment. If
the court finds that the refusal of any shareholder to
accept the company's offer of payment for shares was
arbitrary, vexatious or not in good faith, it may in its
discretion refuse to allow interest to that person.

 
H.__The costs and expenses of any such proceeding must be
determined by the court and assessed against the company, but all
or any part of such costs and expenses may be apportioned and
assessed as the court considers equitable against any or all of
the dissenting shareholders who are parties to the proceeding if
the company made an offer to pay for the shares and the court
finds that the action of the shareholders in failing to accept
the offer was arbitrary or vexatious or not in good faith.
Expenses include reasonable compensation for and reasonable
expenses of the appraisers, but excludes the fees and expenses of
counsel for any party and excludes the fees and expenses of


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