{"data":{"id":"us-ky/krs-271b.13-020","jurisdiction":"us-ky","citation":"KRS 271B.13-020","heading":"Right to dissent.","body":"(1) A shareholder shall be entitled to dissent from, and obtain payment of the fair\nvalue of his shares in the event of, any of the following corporate actions:\n(a) Consummation  of a plan of merger to which the corporation is a party:\n1. If shareholder approval is required for the merger  by  KRS\n271B.11-030 or the articles of incorporation and the shareholder is\nentitled to vote on the merger; or\n2. If the corporation is a subsidiary that is merged with its parent under\nKRS  271B.11-040;\n(b) Consummation  of a plan of share exchange to which the corporation is a\nparty as the corporation whose shares will be acquired, if the shareholder\nis entitled to vote on the plan;\n(c) Consummation  of a sale or exchange of all, or substantially all, of the\nproperty of the corporation other than in the usual and regular course of\nbusiness, if the shareholder is entitled to vote on the sale or exchange,\nincluding a sale in dissolution but not including a sale pursuant to court\norder or a sale for cash pursuant to a plan by which all or substantially all\nof the net proceeds of the sale will be distributed to the shareholders\nwithin one (1) year after the date of sale;\n(d) Consummation  of a plan of conversion of the corporation into a limited\nliability company or statutory trust;\n(e) An  amendment  of the articles of incorporation that materially and\nadversely affects rights in respect of a dissenter's shares because it:\n1. Alters or abolishes a preferential right of the shares to a distribution\nor in dissolution;\n2. Creates, alters, or abolishes a right in respect of redemption,\nincluding a provision respecting a sinking fund for the redemption or\nrepurchase of the shares;\n3. Excludes or limits the right of the shares to vote on any matter other\nthan a limitation by dilution through issuance of shares or other\nsecurities with similar voting rights;\n4. Reduces  the number  of shares owned  by the shareholder to a\nfraction of a share, if the fractional share so created is to be\nacquired for cash under KRS 271B.6-040; or\n5. In  a  public benefit corporation, changes  the public benefit\nprovisions;\n(f) Any  transaction subject to the requirements of KRS  271B.12-210 or\nexempted by KRS 271B.12-220(2);\n(g) Any  election by a corporation to become  a public benefit corporation or\npursuant to the merger of a corporation with and into a public benefit\ncorporation; or\n(h) Any  corporate action taken pursuant to a shareholder vote to the extent\nthe articles of incorporation, bylaws, or a resolution of the board of\ndirectors provides that voting or nonvoting shareholders are entitled to\ndissent and obtain payment for their shares.\n(2) A shareholder entitled to dissent and obtain payment for his shares under this\nchapter shall not challenge the corporate action creating his entitlement except\nby an application for injunctive relief prior to the consummation of the corporate\naction.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=45782","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"22c09143b267046c2a38c0e8fd46c2c990db350660d8f6c2f1db9fddef52061e","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.13-010","next":"us-ky/krs-271b.13-030"},"notice":"GroundRules: Original legal text. Not legal advice."}