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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 630. Avoiding Dissolution By Verified Complaint; Purchase of Plaintiff's Shares; Determination of Fair Value; Stay; Appraisal; Award; Appeal.
previous: Section 628
. Involuntary Dissolution By Verified Complaint; Filing; Intervention By Shareholder or Creditor.
next: Section 633
. Involuntary Dissolution By the Commissioner: Grounds, Procedure, Reinstatement.
AS 10.06.630. Avoiding Dissolution By Verified Complaint; Purchase of Plaintiff's Shares; Determination of Fair Value; Stay; Appraisal; Award; Appeal.
- (a) Subject to a contrary provision in the articles of incorporation, in a suit for involuntary dissolution under AS 10.06.628
the corporation or, if it does not elect to purchase, the holders of 50 percent or more of the voting power of the
corporation, the "purchasing parties", may avoid the dissolution of the corporation and the appointment of a receiver
by purchasing for cash the shares owned by the plaintiffs, the "moving parties", at their fair value. The fair value
shall be determined on the basis of the liquidation value, taking into account the possibility of sale of the entire
business as a going concern in a liquidation. The election of the corporation to purchase may be made by the approval
of the outstanding shares excluding shares held by the moving parties.
- (b) If the purchasing parties elect to purchase the shares owned by the moving parties, and are unable to agree with the
moving parties upon the fair value of the shares, and give bond with sufficient security to pay the estimated
reasonable expenses, including attorney fees, of the moving parties if the expenses are recoverable under (c) of this
section, the court upon application of the purchasing parties shall stay the winding up and dissolution proceeding and
shall proceed to ascertain and fix the fair value of the shares owned by the moving parties.
- (c) The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving
parties, and shall make an order referring the matter to the appraisers for the purpose of ascertaining the value of
the shares. The order shall prescribe the time and manner of producing evidence if evidence is required. The award of
the appraisers or of a majority of the appraisers, when confirmed by the court, is final and conclusive upon all
parties. The court shall enter a decree that provides in the alternative for winding up and dissolution of the
corporation unless payment is made for the shares within the time specified by the decree. If the purchasing parties do
not make payment for the shares within the time specified, judgment shall be entered against the purchasing parties and
the surety or sureties on the bond for the amount of the expenses, including attorney fees, of the moving parties. A
shareholder aggrieved by the action of the court may appeal.
- (d) If the purchasing parties desire to prevent the winding up and dissolution, they shall pay to the moving parties the
value of their shares as provided under this section less an allowance for the costs of the appraisal as the court
shall determine. In the case of an appeal, the purchasing parties shall pay to the moving parties the value of the
shares and costs of appraisal as fixed on appeal. On receiving payment or the tender of payment as determined by the
court, the moving parties shall transfer their shares to the purchasing parties.
- (e) For the purposes of this section, "shareholder" includes a beneficial owner of shares who has entered into an
agreement under AS 10.06.425(a).
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