Time of Effectiveness of Guaranty or Acquisition of Stock, Property, and Franchises; Protection of Rights of Dissenting Stockholders

  1. Law
  2. Georgia Code
  3. Public Utilities and Public Transportation
  4. Railroad Companies
  5. Street, Suburban, and Interurban Railroads
  6. Time of Effectiveness of Guaranty or Acquisition of Stock, Property, and Franchises; Protection of Rights of Dissenting Stockholders

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  1. No guaranty or acquisition of stock, securities, property, rights, or franchises of any corporation shall become effective under Code Section 46-8-334 until the expiration of 30 days from the authorization of such guaranty or acquisition by the stockholders.
  2. If any stockholder who does not vote in favor of such action files with the secretary of the corporation, within 30 days of the authorization by the other stockholders, his written disapproval thereof, no such guaranty or acquisition shall become effective until the ascertainment and payment of the award provided for in this Code section. If such disapproval is so filed, either the dissenting stockholder or the corporation may, within ten days thereafter, apply by petition to the commission, on 15 days' notice, for an adjudication by the commission as to whether the action so authorized is for the public benefit. If the commission does not find that such action is for the public benefit, the guaranty or acquisition shall not become effective unless the consent of all of the other stockholders is given thereto within 30 days after the report of the findings of the commission. If the commission finds that such action is for the public benefit, the value of the stock of the dissenting stockholder, without regard to appreciation or depreciation thereof in consequence of such action, shall be ascertained by a proceeding to be held in the county of the principal office of the corporation and thereafter paid to such dissenting stockholder, all in accordance with Title 22, so far as such title may be applicable; and thereupon the dissenting stockholder shall transfer his stock to the corporation, to be disposed of by the directors or to be retained for the benefit of the remaining stockholders.

(Ga. L. 1909, p. 163, § 2; Civil Code 1910, § 2608; Code 1933, § 94-1015.)

RESEARCH REFERENCES

Am. Jur. 2d.

- 19 Am. Jur. 2d, Corporations, §§ 2618, 2659, 2660-2666, 2675, 2676. 65 Am. Jur. 2d, Railroads, § 202.

C.J.S.

- 19 C.J.S., Corporations, §§ 798-801. 74 C.J.S., Railroads, §§ 435, 482.


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