(1) The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article 113.
(2) The court in an appraisal proceeding may also assess the fees and expenses of the respective parties, in amounts the court finds equitable:
Against the corporation and in favor of any or all shareholders demanding appraisalif the court finds the corporation did not substantially comply with section 7-113-201, 7-113203, 7-113-205, or 7-113-206; or
Against either the corporation or one or more shareholders demanding appraisal, infavor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article 113.
If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that the expenses should not be assessed against the corporation, the court may direct that the expenses be paid out of the amounts awarded to the shareholders who were benefited.
To the extent the corporation fails to make a required payment pursuant to section 7113-205, 7-113-206, or 7-113-207, the shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit, including reasonable attorney fees.
Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1959, § 56, effective July 1, 2020.
Editor's note: This section is similar to former § 7-113-302 as it existed prior to July 1, 2020.