Tex.
Bus. Orgs. Code Section 10.355
Notice of Right of Dissent and Appraisal
(a)
A domestic entity subject to dissenters’ rights that takes or proposes to take an action regarding which an owner has a right to dissent and obtain an appraisal under Section 10.354 (Rights of Dissent and Appraisal) shall notify each affected owner of the owner’s rights under that section if:(1)
the action or proposed action is submitted to a vote of the owners at a meeting; or(2)
approval of the action or proposed action is obtained by written consent of the owners instead of being submitted to a vote of the owners.(b)
If a parent organization effects a merger under Section 10.006 (Short Form Merger) and a subsidiary organization that is a party to the merger is a domestic entity subject to dissenters’ rights, the responsible organization shall notify the owners of that subsidiary organization who have a right to dissent to the merger under Section 10.354 (Rights of Dissent and Appraisal) of their rights under this subchapter not later than the 10th day after the effective date of the merger. The notice must also include a copy of the certificate of merger and a statement that the merger has become effective.(b-1)
If a corporation effects a merger under Section 21.459 (No Shareholder Vote Requirement for Certain Fundamental Business Transactions)(c), the responsible organization shall notify the shareholders of that corporation who have a right to dissent to the plan of merger under Section 10.354 (Rights of Dissent and Appraisal) of their rights under this subchapter not later than the 10th day after the effective date of the merger. Notice required under this subsection that is given to shareholders before the effective date of the merger may, but is not required to, contain a statement of the merger’s effective date. If the notice is not given to the shareholders until on or after the effective date of the merger, the notice must contain a statement of the merger’s effective date.(c)
A notice required to be provided under Subsection (a), (b), or (b-1) must:(1)
be accompanied by:(A)
a copy of this subchapter; or(B)
information directing the owner to a publicly available electronic resource at which this subchapter may be accessed without subscription or cost; and(2)
advise the owner of the location of the responsible organization’s principal executive offices to which a notice required under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal)(b)(1) or a demand under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal)(b)(3), or both, may be provided.(d)
In addition to the requirements prescribed by Subsection (c), a notice required to be provided:(1)
under Subsection (a)(1) must accompany the notice of the meeting to consider the action;(2)
under Subsection (a)(2) must be provided to:(A)
each owner who consents in writing to the action before the owner delivers the written consent; and(B)
each owner who is entitled to vote on the action and does not consent in writing to the action before the 11th day after the date the action takes effect; and(3)
under Subsection (b-1) must be provided:(A)
if given before the consummation of the offer described by Section 21.459 (No Shareholder Vote Requirement for Certain Fundamental Business Transactions)(c)(2), to each shareholder to whom that offer is made; or(B)
if given after the consummation of the offer described by Section 21.459 (No Shareholder Vote Requirement for Certain Fundamental Business Transactions)(c)(2), to each shareholder who did not tender the shareholder’s shares in that offer.(e)
Not later than the 10th day after the date an action described by Subsection (a)(1) takes effect, the responsible organization shall give notice that the action has been effected to each owner who voted against the action and sent notice under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal)(b)(1).(f)
If the notice given under Subsection (b-1) did not include a statement of the effective date of the merger, the responsible organization shall, not later than the 10th day after the effective date, give a second notice to the shareholders notifying them of the merger’s effective date. If the second notice is given after the later of the date on which the offer described by Section 21.459 (No Shareholder Vote Requirement for Certain Fundamental Business Transactions)(c)(2) is consummated or the 20th day after the date notice under Subsection (b-1) is given, then the second notice is required to be given to only those shareholders who have made a demand under Section 10.356 (Procedure for Dissent by Owners as to Actions; Perfection of Right of Dissent and Appraisal)(b)(3).
Source:
Section 10.355 — Notice of Right of Dissent and Appraisal, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.10.htm#10.355 (accessed Jun. 5, 2024).
