Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle A - RIGHT TO APPRAISAL AND PAYMENT FOR SHARES (§§ 79-4-13.01 — 79-4-13.03) › Section 79-4-13.02 - Right to appraisal

(a)
A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions:
(1)
Consummation of a merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section
79-4-11.04
and the shareholder is entitled to vote on the merger, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger, or (ii) if the corporation is a subsidiary and the merger is governed by Section
79-4-11.05
;
(2)
Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;
(3)
Consummation of a disposition of assets pursuant to Section
79-4-12.02
if the shareholder is entitled to vote on the disposition;
(4)
An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;
(5)
Any other amendment to the articles of incorporation, merger, share exchange or disposition of assets to the extent provided by the articles of incorporation, bylaws or a resolution of the board of directors;
(6)
Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation, as the shares held by the shareholder before the domestication; or
(7)
Consummation of a conversion of the corporation to a different form of entity under the Mississippi Entity Conversion and Domestication Act.
(b)
Notwithstanding subsection (a), the availability of appraisal rights under subsection (a)(1), (2), (3), (4) and (6) shall be limited in accordance with the following provisions:
(1)
Appraisal rights shall not be available to any shareholder of the constituent corporations in a corporate reorganization transaction otherwise covered by subsection (a)(1) or (2) if:
(i)
the shareholders of an existing corporation exchange shares of such corporation for shares of a newly formed corporation and receive, after the reorganization, the same proportionate share interest in the new corporation and the rights and interests of the shareholders in the newly formed corporation are substantially the same as those in the existing corporation prior to the transaction;
(ii)
the newly formed corporation has no significant assets other than the shares of the existing corporation;
(iii)
after the reorganization the newly formed corporation and its subsidiaries have substantially the same assets and liabilities, on a consolidated basis, as those of the existing corporation prior to the transaction;
(iv)
fractional shares are neither created nor eliminated as a result of the transaction;
(v)
the existing corporation and the newly formed corporation are the only constituent corporations to such reorganization;
(vi)
the existing corporation and the newly formed corporation are corporations of this state;
(vii)
the directors of the existing corporation become the directors of the newly formed corporation upon the effective time of the corporate reorganization;
(viii)
the existing corporation becomes a direct wholly owned subsidiary of the newly formed corporation; and
(ix)
the shareholders of the existing corporation do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the existing corporation.
(2)
Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:
(i)
Listed on the New York Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or
(ii)
Not so listed or designated, but has at least two thousand (2,000) shareholders and the outstanding shares of such class or series has a market value of at least Twenty Million Dollars ($20,000,000.00) (exclusive of the value of such shares held by its subsidiaries, senior executives, directors and beneficial shareholders owning more than ten percent (10%) of such shares).
(3)
The applicability of subsection (b)(2) shall be determined as of:
(i)
The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or
(ii)
The day before the effective date of such corporate action if there is no meeting of shareholders.
(4)
Subsection (b)(2) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection (b)(2) at the time the corporate action becomes effective.
(5)
Subsection (b)(2) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) for the holders of any class or series of shares where the corporate action is an interested transaction.
(c)
Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or to other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one (1) year of that date if such action would otherwise afford appraisal rights.
Laws, 1987, ch. 486, § 13.02; Laws, 1990, ch. 411, § 7; Laws, 2000, ch. 469, § 29; Laws, 2001, ch. 435, § 14; Laws, 2007, ch. 361, § 9, eff. 7/1/2007.
Amended by Laws, 2014, ch. 399, SB 2322, 36, eff. 1/1/2015.