17:16X-8. Dissention from the merger
219 words·~1 min read·
/nj/title-17/chapter-16x/17-16x-8·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
8. Any holder of an interest in a subsidiary to be merged, including a shareholder, partner or member, shall have the right to dissent from the merger as set forth in this section.
a. A holder of an interest may not dissent as to less than all of the holder's interest owned beneficially by the holder. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the interest of each such owner with respect to which the right of dissent exists.
b. If a subsidiary party to a plan of merger is a corporation subject to the provisions of N.J.S.14A:1-1 et seq., except as now or hereafter may be provided therein, the shareholder of the subsidiary shall have the rights of a dissenting shareholder, including the right to accept a fair value for the stock all as set forth in N.J.S.14A:11-1 et seq., and the procedure to obtain fair value as set forth therein shall be followed. Holders of interests in other entities which are subsidiaries shall have the same dissenter's rights, if any, as provided in the statutes governing those entities.
If the applicable statutes do not provide a right to dissent and obtain fair value, nothing in this act shall be deemed to provide such a remedy.
L.2000,c.70,s.8.