reglab/housing_qa huggingface dataset:
MI Comp L § 450.1766 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1766 - Dissenters' Notice; Delivery to Shareholders; Contents.

450.1766 Dissenters' notice; delivery to shareholders; contents. Sec. 766.  (1) If proposed corporate action creating dissenters' rights under section 762 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 765.  (2) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must provide all of the following:  (a) State where the payment demand must be sent and where and when certificates for shares represented by certificates must be deposited.  (b) Inform holders of shares without certificates to what extent transfer of the shares will be restricted after the payment demand is received.  (c) Supply a form for the payment demand that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether he or she acquired beneficial ownership of the shares before the date.  (d) Set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (1) notice is delivered. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1767 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1767 - Duties of Shareholder Sent Dissenter's Notice; Retention of Rights; Failure to Demand Payment or Deposit Share Certificates.

450.1767 Duties of shareholder sent dissenter's notice; retention of rights; failure to demand payment or deposit share certificates. Sec. 767.  (1) A shareholder sent a dissenter's notice described in section 766 must demand payment, certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 766(2)(c), and deposit his or her certificates in accordance with the terms of the notice.  (2) The shareholder who demands payment and deposits his or her share certificates under subsection (1) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.  (3) A shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her shares under this act. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1985, Act 76, Imd. Eff. July 5, 1985 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1768 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1768 - Restriction on Transfer of Shares Without Certificates; Retention of Rights.

450.1768 Restriction on transfer of shares without certificates; retention of rights. Sec. 768.  (1) The corporation may restrict the transfer of shares without certificates from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 770.  (2) The person for whom dissenters' rights are asserted as to shares without certificates retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1985, Act 76, Imd. Eff. July 5, 1985 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1768a (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1768a - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1768a Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed section pertained to referees.
MI Comp L § 450.1769 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1769 - Payment by Corporation to Dissenter; Accompanying Documents.

450.1769 Payment by corporation to dissenter; accompanying documents. Sec. 769.  (1) Except as provided in section 771, within 7 days after the proposed corporate action is taken or a payment demand is received, whichever occurs later, the corporation shall pay each dissenter who complied with section 767 the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.  (2) The payment must be accompanied by all of the following:  (a) The corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and if available the latest interim financial statements.  (b) A statement of the corporation's estimate of the fair value of the shares.  (c) An explanation of how the interest was calculated.  (d) A statement of the dissenter's right to demand payment under section 772. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
MI Comp L § 450.1770 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1770 - Return of Deposited Certificates and Release of Transfer Restrictions; Effect of Corporation Taking Proposed Action.

450.1770 Return of deposited certificates and release of transfer restrictions; effect of corporation taking proposed action. Sec. 770.  (1) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on shares without certificates.  (2) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 766 and repeat the payment demand procedure. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1771 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1771 - Election to Withhold Payment From Dissenter; Offer to Pay Estimated Fair Value of Shares, Plus Accrued Interest; Statements; Explanation.

450.1771 Election to withhold payment from dissenter; offer to pay estimated fair value of shares, plus accrued interest; statements; explanation. Sec. 771.  (1) A corporation may elect to withhold payment required by section 769 from a dissenter unless he or she was the beneficial owner of the shares before the date set forth in the dissenters' notice pursuant to section 766(2)(c).  (2) To the extent the corporation elects to withhold payment under subsection (1), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each dissenter who shall agree to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under section 772.  History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1772 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1772 - Demand for Payment of Dissenter's Estimate or Rejection of Corporation's Offer and Demand for Payment of Fair Value and Interest Due; Waiver.

450.1772 Demand for payment of dissenter's estimate or rejection of corporation's offer and demand for payment of fair value and interest due; waiver. Sec. 772.  (1) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment under section 769, or reject the corporation's offer under section 771 and demand payment of the fair value of his or her shares and interest due, if any 1 of the following applies:  (a) The dissenter believes that the amount paid under section 769 or offered under section 771 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.  (b) The corporation fails to make payment under section 769 within 60 days after the date set for demanding payment.  (c) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on shares without certificates within 60 days after the date set for demanding payment.  (2) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (1) within 30 days after the corporation made or offered payment for his or her shares. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1773 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1773 - Petitioning Court to Determine Fair Value of Shares and Accrued Interest; Failure of Corporation to Commence Proceeding; Venue; Parties; Service; Jurisdiction; Appraisers; Discovery Rights; Judgment.

450.1773 Petitioning court to determine fair value of shares and accrued interest; failure of corporation to commence proceeding; venue; parties; service; jurisdiction; appraisers; discovery rights; judgment. Sec. 773.  (1) If a demand for payment under section 772 remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.  (2) The corporation shall commence the proceeding in the circuit court of the county in which the corporation's principal place of business or registered office is located. If the corporation is a foreign corporation without a registered office or principal place of business in this state, it shall commence the proceeding in the county in this state where the principal place of business or registered office of the domestic corporation whose shares are to be valued was located.  (3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.  (4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. The court may appoint 1 or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.  (5) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or for the fair value, plus accrued interest, of his or her after-acquired shares for which the corporation elected to withhold payment under section 771.  History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1774 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1774 - Costs of Appraisal Proceeding.

450.1774 Costs of appraisal proceeding. Sec. 774.  (1) The court in an appraisal proceeding commenced under section 773 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 dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 772.  (2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable in the following manner:  (a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 764 through 772.  (b) Against either the corporation or a dissenter, in favor 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 act.  (3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to those counsel reasonable fees paid out of the amounts awarded the dissenters who were benefited. History: Add. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1775 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1775 - Meanings of Words and Phrases; Inconsistent Provisions.

450.1775 Meanings of words and phrases; inconsistent provisions. Sec. 775.  (1) For purposes of this chapter, the words and phrases in sections 776, 777, 778, and 779 have the meanings ascribed to them in those sections.  (2) To the extent that the provisions of this chapter alter voting rights or are otherwise inconsistent with other provisions of this act, the provisions of this chapter shall control. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984
MI Comp L § 450.1777 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1777 - Definitions; C, D.

450.1777 Definitions; C, D. Sec. 777.  (1) "Common stock" means any stock other than preferred or preference stock.  (2) "Control", "controlling", "controlled by", or "under common control with" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The beneficial ownership of 10% or more of the voting shares of a corporation shall create a presumption of control.  (3) "Determination date" means the date on which an interested shareholder first became an interested shareholder. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984
MI Comp L § 450.1779 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1779 - Definitions; V.

450.1779 Definitions; V. Sec. 779.  (1) "Valuation date" means:  (a) In a business combination voted upon by shareholders, the day prior to the date of the shareholders vote or the day which is 20 calendar days prior to the consummation of the business combination, whichever is later.  (b) In a business combination not voted upon by shareholders, the date of the consummation of the business combination.  (2) "Voting shares" means those shares of a corporation entitled to vote generally in the election of directors. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984
MI Comp L § 450.1780 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1780 - Advisory Statement and Approval.

450.1780 Advisory statement and approval. Sec. 780.  In addition to any vote otherwise required by law or the articles of the corporation, a business combination shall require an advisory statement from the board of directors and approval by an affirmative vote of both of the following:  (a) Not less than 90% of the votes of each class of stock entitled to be cast by the shareholders of the corporation.  (b) Not less than 2/3 of the votes of each class of stock entitled to be cast by the shareholders of the corporation other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination or an affiliate or associate of the interested shareholder. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984 ;-- Am. 1989, Act 31, Imd. Eff. May 24, 1989
MI Comp L § 450.1782 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1782 - Applicability of MCL 450.1780; Resolution.

450.1782 Applicability of MCL 450.1780; resolution. Sec. 782.  (1) Whether or not a business combination is authorized or consummated in whole or in part after the effective date of this chapter or after the interested shareholder became an interested shareholder, the requirements of section 780 shall not apply to business combinations that specifically, generally, or generally by types, as to specifically identified or unidentified existing or future interested shareholders or their affiliates, have been approved or exempted from the requirements of section 780 by resolution of the board of directors of the corporation pursuant to either of the following:  (a) Not later than 4 months after the effective date of this chapter or an earlier date as may be irrevocably established by resolution of the board of directors.  (b) If involving transactions with a particular interested shareholder or its existing or future affiliates, at any time prior to the time that the interested shareholder first became an interested shareholder.  (2) Unless by its terms a resolution adopted under this section is made irrevocable, the resolution may be altered or repealed by the board of directors, but this action shall not affect any business combinations that have been consummated, or which are the subject of an existing agreement entered into, prior to the alteration or repeal. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984
MI Comp L § 450.1783 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1783 - Applicability of MCL 450.1780; Interested Shareholder; Resolution; Election.

450.1783 Applicability of MCL 450.1780; interested shareholder; resolution; election. Sec. 783.  (1) Unless the articles or bylaws of a corporation specifically provide otherwise, the requirements of section 780 shall not apply to business combinations of a corporation that on the effective date of this chapter had an existing interested shareholder, whether the business combination is with the existing shareholder, with any other person that becomes an interested shareholder after the effective date of this chapter, or a present or future affiliate of an existing interested shareholder. However, at any time after the effective date of this chapter, the board of directors of the corporation may elect by resolution to be subject, in whole or in part, as to specifically identified or unidentified interested shareholders, to the requirements of section 780.  (2) The articles or bylaws of a corporation may provide that if the board of directors adopts a resolution under subsection (1), the resolution shall be subject to approval of the shareholders in the manner and by the vote specified in the articles or bylaws.  (3) An election under this section may be added to but may not be altered or repealed except by an amendment to the articles of incorporation which was adopted by a vote of shareholders pursuant to the requirements of section 784(1)(b). History: Add. 1984, Act 115, Imd. Eff. May 29, 1984
MI Comp L § 450.1784 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7A - Chapter 7a (450.1775...450.1784)|Section 450.1784 - Business Corporations Exempt From Requirements of MCL 450.1780.

450.1784 Business corporations exempt from requirements of MCL 450.1780.Sec. 784.  Unless a corporation's articles of incorporation provide otherwise, the requirements of section 780 do not apply to any business combination of any of the following:  (a) A corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to section 12 of the securities exchange act of 1934, 15 USC 78l.  (b) A corporation whose original articles of incorporation contain a provision or whose shareholders adopt an amendment to the articles of the corporation after May 29, 1984 by a vote of at least 90% of the votes of each class of stock entitled to be cast by the shareholders of the corporation and at least 2/3 of the votes of each class of stock entitled to be cast by the shareholders of the corporation other than voting shares beneficially owned by interested shareholders of the corporation, that expressly elects not to be governed by this chapter.  (c) An investment company that is registered under the investment company act of 1940, 15 USC 80a-1 to 80a-64. History: Add. 1984, Act 115, Imd. Eff. May 29, 1984 ;-- Am. 1989, Act 31, Imd. Eff. May 24, 1989 ;-- Am. 2012, Act 569, Imd. Eff. Jan. 2, 2013 ;-- Am. 2018, Act 85, Eff. June 24, 2018
MI Comp L § 450.1790-450.1799 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7B - Chapter 7b Control Share Acquisitions (450.1790...450.1799)|Section 450.1790-450.1799 - Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009.

450.1790-450.1799 Repealed. 2008, Act 402, Imd. Eff. Jan. 6, 2009.