reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:10-12 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-12 - Shareholders' rights on other corporate acquisitions

14A:10-12. Shareholders' rights on other corporate acquisitions  (1) Shareholders of a corporation which proposes to acquire, directly or through a subsidiary, in exchange for its shares, obligations or other securities, some or all of the outstanding shares of another corporation, or some or all of the assets of a corporation, a business trust, a business proprietorship or a business partnership, shall have the same rights, if any, as they would if they were shareholders of a surviving corporation in a merger (a) To notice of the proposed acquisition; (b) To vote on the proposed acquisition; and (c) To dissent from the proposed acquisition and be paid the fair value of their shares, if:  (i) the number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction, will exceed by more than 40% the total number of voting shares of the corporation outstanding immediately before the transaction; or (ii) the number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction will exceed by more than 40% the total number of participating shares of the corporation outstanding immediately before the transaction.  (2) As used in subsection 14A:10-12(1):  (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.  (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.  (added) 1973,c.366,s.59; amended 1988,c.94,s.62.
NJ Rev Stat § 14A:10A-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10A-1 - Short title

14A:10A-1. Short title  This act shall be known and may be cited as the "New Jersey Shareholders' Protection Act." The requirements of this act shall be in addition to the requirements of applicable law, including Title 14A of the New Jersey Statutes and any additional requirements contained in the certificate of incorporation or bylaws of a resident domestic corporation with respect to business combinations as defined herein.  L. 1986, c. 74, s. 1.
NJ Rev Stat § 14A:10A-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10A-2 - Findings, declarations

14A:10A-2. Findings, declarations  The Legislature hereby finds and declares it to be the public policy of this State, the following:  a. Resident domestic corporations, as defined in this act, encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including New Jersey shareholders, employees, customers, suppliers and local communities and their economies whose welfare is vital to the State's interests.  b. In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of this State governing business corporations should allow for the stable, long-term growth of resident domestic corporations.  c. Takeovers of public corporations financed largely through debt to be repaid in the short term by the sale of substantial assets of the target corporation, in other states, have impaired local employment conditions and disrupted local commercial activity. These takeovers prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short-term business strategies as well as defensive tactics which may not be in the public interest.  L. 1986, c. 74, s. 2.
NJ Rev Stat § 14A:10A-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10A-4 - Five-year restriction; exceptions.

14A:10A-4 Five-year restriction; exceptions.  4. Notwithstanding anything to the contrary contained in this act (except section 6 of this act), no resident domestic corporation shall engage in any business combination with any interested stockholder of that resident domestic corporation for a period of five years following that interested stockholder's stock acquisition date unless: a. that business combination is approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date; or b. the transaction or series of related transactions which caused the person to become an interested stockholder was approved by the board of directors of that resident domestic corporation prior to that interested stockholder's stock acquisition date and any subsequent business combinations with that interested stockholder are approved by the board of directors of that resident domestic corporation, provided that any such subsequent business combination is approved by (1) the board of directors, or a committee of that board, consisting solely of persons who are not employees, officers, directors, stockholders, affiliates or associates of that interested stockholder, and (2) the affirmative vote of the holders of a majority of the voting stock not beneficially owned by such interested stockholder at a meeting called for such purpose.  L.1986, c.74, s.4; amended 2013, c.40, s.2.
NJ Rev Stat § 14A:11-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-3 - "Dissenting shareholder" defined; date for determination of fair value

14A:11-3. "Dissenting shareholder" defined; date for determination of fair value  (1) A shareholder who has made demand for the payment of his shares in the manner prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this Chapter referred to as a "dissenting shareholder."  (2) Upon making such demand, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of his shares and any other rights of a dissenting shareholder under this Chapter.  (3) "Fair value" as used in this Chapter shall be determined  (a) As of the day prior to the day of the meeting of shareholders at which the proposed action was approved or as of the day prior to the day specified by the corporation for the tabulation of consents to such action if no meeting of shareholders was held; or  (b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) in which shareholder approval is not required, as of the day prior to the day on which the board of directors approved the plan of merger; or  (c) In the case of an acquisition of all the shares or all the shares of a class or series by another corporation pursuant to section 14A:10-9, as of the day prior to the day on which the board of directors of the acquiring corporation authorized the acquisition, or, if a shareholder vote was taken pursuant to section 14A:10-12, as of the day provided in paragraph 14A:11-3(3)(a).  In all cases, "fair value" shall exclude any appreciation or depreciation resulting from the proposed action.  L.1968, c.350; amended 1973,c.366,s.62; 1988,c.94,s.66.
NJ Rev Stat § 14A:11-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-4 - Termination of right of shareholder to be paid the fair value of his shares

14A:11-4. Termination of right of shareholder to be paid the fair value of his shares  (1) The right of a dissenting shareholder to be paid the fair value of his shares under this Chapter shall cease if (a) he has failed to present his certificates for notation as provided by subsection 14A:11-2(6), unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct; (b) his demand for payment is withdrawn with the written consent of the corporation; (c) the fair value of the shares is not agreed upon as provided in this Chapter and no action for the determination of fair value by the Superior Court is commenced within the time provided in this Chapter; (d) the Superior Court determines that the shareholder is not entitled to payment for his shares; (e) the proposed corporate action is abandoned or rescinded; or (f) a court having jurisdiction permanently enjoins or sets aside the corporate action. (2) In any case provided for in subsection 14A:11-4(1), the rights of the dissenting shareholder as a shareholder shall be reinstated as of the date of the making of a demand for payment pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening preemptive rights and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the board, the fair value thereof in cash as of the time of such expiration or completion.  L.1968, c.350.
NJ Rev Stat § 14A:11-5 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-5 - Rights of dissenting shareholder

14A:11-5. Rights of dissenting shareholder  (1) A dissenting shareholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the corporation. (2) The enforcement by a dissenting shareholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting shareholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection 14A:11-4(2) and except that this subsection shall not exclude the right of such dissenting shareholder to bring or maintain an appropriate action to obtain relief on the ground that such corporate action will be or is ultra vires, unlawful or fraudulent as to such dissenting shareholder.  L.1968, c.350.
NJ Rev Stat § 14A:11-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-6 - Determination of fair value by agreement

14A:11-6. Determination of fair value by agreement  (1) Not later than 10 days after the expiration of the period within which shareholders may make written demand to be paid the fair value of their shares, the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) shall mail to each dissenting shareholder the balance sheet and the surplus statement of the corporation whose shares he holds, as of the latest available date which shall not be earlier than 12 months prior to the making of such offer and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the corporation was not in existence for such 12-month period, for the portion thereof during which it was in existence. The corporation may accompany such mailing with a written offer to pay each dissenting shareholder for his shares at a specified price deemed by such corporation to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting shareholders of the same class, or, if divided into series, of the same series. (2) If, not later than 30 days after the expiration of the 10-day period limited by subsection 14A:11-6(1), the fair value of the shares is agreed upon between any dissenting shareholder and the corporation, payment therefor shall be made upon surrender of the certificate or certificates representing such shares. L.1968, c.350; amended by L.1973, c. 366, s. 63, eff. May 1, 1974.
NJ Rev Stat § 14A:11-7 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-7 - Procedure on failure to agree upon fair value; commencement of action to determine fair value

14A:11-7. Procedure on failure to agree upon fair value; commencement of action to determine fair value  (1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection 14A:11-6(2), the dissenting shareholder may serve upon the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) a written demand that it commence an action in the Superior Court for the determination of the fair value of the shares. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the corporation not later than 30 days after receipt by the corporation of such demand, but nothing herein shall prevent the corporation from commencing such action at any earlier time. (2) If a corporation fails to commence the action as provided in subsection 14A:11-7(1), a dissenting shareholder may do so in the name of the corporation, not later than 60 days after the expiration of the time limited by subsection 14A:11-7(1) in which the corporation may commence such an action.  L.1968, c.350.
NJ Rev Stat § 14A:11-8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-8 - Action to determine fair value; jurisdiction of court; appointment of appraiser

14A:11-8. Action to determine fair value; jurisdiction of court; appointment of appraiser  In any action to determine the fair value of shares pursuant to this Chapter: (a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise; (b) All dissenting shareholders, wherever residing, except those who have agreed with the corporation upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem; (c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and (d) The court shall render judgment against the corporation and in favor of each shareholder who is a party to the action for the amount of the fair value of his shares.  L.1968, c.350.
NJ Rev Stat § 14A:11-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-9 - Judgment in action to determine fair value

14A:11-9. Judgment in action to determine fair value  (1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the corporation of the certificate or certificates representing such shares. (2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the date of the dissenting shareholder's demand for payment under subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) to the day of payment. If the court finds that the refusal of any dissenting shareholder to accept any offer of payment, made by the corporation under section 14A:11-6, was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.  L.1968, c.350.
NJ Rev Stat § 14A:11-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-10 - Costs and expenses of action

14A:11-10. Costs and expenses of action  The costs and expenses of bringing an action pursuant to section 14A:11-8 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the corporation under section 14A:11-6 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting shareholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting shareholder.  L.1968, c.350.
NJ Rev Stat § 14A:11-11 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:11-11 - Disposition of shares acquired by corporation

14A:11-11. Disposition of shares acquired by corporation  14A:11-11. Disposition of shares acquired by corporation. (1) The shares of a dissenting shareholder in a transaction described in subsection 14A:11-1(1) shall become reacquired by the corporation which issued them or by the surviving corporation, as the case may be, upon the payment of the fair value of shares. (2) (Deleted by amendment, P.L.1995, c.279.) (3) In an acquisition of shares pursuant to section 14A:10-9 or section 14A:10-13, the shares of a dissenting shareholder shall become the property of the acquiring corporation upon the payment by the acquiring corporation of the fair value of such shares. Such payment may be made, with the consent of the acquiring corporation, by the corporation which issued the shares, in which case the shares so paid for shall become reacquired by the corporation which issued them and shall be cancelled. L.1968, c.350; amended 1995,c.279,s.17.
NJ Rev Stat § 14A:12-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-1 - Methods of dissolution

14A:12-1. Methods of dissolution  (1) A corporation may be dissolved in any one of the following ways  (a) By the filing of a certificate of dissolution pursuant to section 14A:12-5.1 upon expiration of any period of duration stated in the corporation's certificate of incorporation;  (b) By action of the incorporators or directors pursuant to section 14A:12-2;  (c) By action of the shareholders pursuant to section 14A:12-3;  (d) By action of the board and the shareholders pursuant to section 14A:12-4;  (e) By action of a shareholder or shareholders pursuant to section 14A:12-5;  (f) By a judgment of the Superior Court in an action brought pursuant to section 14A:12-6 or 14A:12-7, or otherwise;  (g) Automatically by a proclamation of the Secretary of State repealing or revoking a certificate of incorporation for nonpayment of taxes or for failure to file annual reports;  (h) By action of a corporation without assets pursuant to section 14A:12-4.1.  (2) A corporation which has been dissolved in a proceeding pursuant to section 14A:12-6 or 14A:12-7, or which has been dissolved, or whose charter has been forfeited or revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this Chapter and of Chapter 14, to the extent that such provisions are compatible with a court directed dissolution, or with the statute or common-law proceeding pursuant to which such dissolution, forfeiture or revocation is effected.  L.1968, c.350; amended 1973,c.366,s.64; 1988,c.94,s.67.
NJ Rev Stat § 14A:12-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-2 - Dissolution before commencing business

14A:12-2. Dissolution before commencing business  (1) A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, provided that the corporation (a) Has not commenced business; (b) Has not issued any shares; (c) Has no debts or other liabilities; and (d) Has received no payments on subscriptions for its shares, or, if it has received such payments, has returned them to those entitled thereto, less any part thereof disbursed for expenses. (2) The dissolution of such a corporation shall be effected in the following manner: the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, shall execute and file in the office of the Secretary of State a certificate of dissolution stating (a) The name of the corporation; (b) The name of the registered agent of the corporation; (c) The location of the registered office of the corporation; (d) The names of the incorporations and directors constituting the first board; (e) That the corporation has not commenced business and has issued no shares, and has no debts or other liabilities; (f) That the corporation has received no payments or subscriptions to its shares, or, if it has received such payments, that it has returned them to those entitled thereto, less any part thereof disbursed for expenses; and (g) That the sole incorporator or director, if there is only one, or both incorporators or directors, if there are only two, or a majority of the incorporators or directors, if there are more than two, has or have elected that the corporation be dissolved. (3) Notwithstanding the provisions of sections 14A:2-2 and 14A:15-2 and section 3 of P.L.1973, c. 367 (C. 54:50-14), (a) The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section (i) Without payment of any filing fee; and (ii) Without the filing with him of the certificate of the Director of the Division of Taxation evidencing the payment, or provision for the payment, by the corporation of taxes, fees, penalties, and interest; and (b) The name of the corporation shall be available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. L.1968, c.350; amended by L.1973, c. 366, s. 65, eff. May 1, 1974; L.1979, c. 86, s. 4, eff. May 15, 1979.
NJ Rev Stat § 14A:12-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:12-3 - Dissolution without a meeting of shareholders

14A:12-3. Dissolution without a meeting of shareholders  14A:12-3. Dissolution without a meeting of shareholders. A corporation may be dissolved by the consent of all its shareholders entitled to vote thereon. Notice of dissolution pursuant to this section shall be provided to all shareholders not entitled to vote thereon, not less than 10 nor more than 60 days before the filing of the certificate of dissolution, in the manner provided in this act for the giving of notice of meetings of shareholders. To effect such dissolution, all shareholders entitled to vote thereon shall sign and file in the office of the Secretary of State a certificate of dissolution which shall state (a) the name of the corporation; (b) the name of the registered agent of the corporation; (c) the location of the registered office of the corporation; (d) the names of its directors and officers; (e) that the corporation is dissolved; and (f) that the certificate has been signed in person or by proxy by all the shareholders of the corporation entitled to vote thereon. L.1968, c.350; amended 1995,c.279,s.18.