N.Y. Insurance Law § 7119: Appraisal of shares of dissenting shareholder on merger or consolidation of domestic company or on acquisition of minority interests in a...

§ 7119. Appraisal of shares of dissenting shareholder on merger or

consolidation of domestic company or on acquisition of minority

interests in a subsidiary insurer. (a) A shareholder of a domestic

company, by complying with section six hundred twenty-three of the

business corporation law except as otherwise provided in subsections (b)

and (c) hereof, shall have the right to receive payment for the fair

value of his shares, and such other rights and benefits as are provided

by such section of the business corporation law, in the following cases:

(1) a shareholder entitled to vote who does not assent to the taking

of any action specified in section seven thousand one hundred two of

this article; or

(2) a shareholder whose shares are acquired pursuant to section seven

thousand one hundred eighteen of this article.

(b) A shareholder who elects to dissent from an acquisition proposed

under section seven thousand one hundred eighteen of this article shall,

in lieu of the procedures set forth in paragraphs (a), (b) and (c) of

section six hundred twenty-three of the business corporation law, file a

written notice of his election to dissent with the parent within twenty

days after the delivery to him of either a copy of the plan or a summary

thereof pursuant to subsection (e) of section seven thousand one hundred

eighteen of this article.

(c) For purposes of this section, the provisions of section six

hundred twenty-three of the business corporation law, other than

paragraphs (i) and (m) thereof, are applicable except that:

(1) the references to "this chapter" in paragraph (a) of such section

of the business corporation law are deemed to refer to this article;

(2) in the case of shares acquired pursuant to section seven thousand

one hundred eighteen of this article, the references to "shareholders'

authorization date" in paragraph (g) of such section of the business

corporation law are deemed to refer to the date of delivery of the plan

or a summary thereof as provided in subsection (e) of section seven

thousand one hundred eighteen of this article; and

(3) upon payment of the value of the shares of a shareholder who has

dissented from a merger or consolidation, as provided in paragraph (g)

or (h) of such section of the business corporation law, the shares shall

be cancelled.