The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 101 : Insurance Companies Generally

Subchapter 003 : MERGERS, CONSOLIDATIONS, CONVERSIONS, MUTUALIZATIONS, BULK REINSURANCE, SUBSIDIARIES

• § 3428. Rights of dissenting shareholders

  (a) If any shareholder of any insurer, a party to a merger or consolidation, who did not vote in favor of such merger or consolidation at the meeting at which the agreement of merger or consolidation was adopted by the shareholders of such insurer shall, at any time within 30 days after the filing of the affidavit of notice of the adoption of the agreement of merger or consolidation as provided for in sections 3424 and 3425 of this title, object thereto in writing and demand payment of the value of his or her shares, the surviving or new insurer shall, in the event that the merger or consolidation shall be made effective, pay to such shareholder upon surrender of his or her certificates therefor, the value of such shares at the effective date of the merger or consolidation. If within 30 days after such effective date, the value of such shares is agreed upon between the shareholder and the surviving or new insurer, as the case may be, payment therefor may be made within 90 days after the effective date. If, within 30 days after such effective date, the surviving or new insurer, as the case may be, and the shareholder do not so agree, either such insurer or the shareholder may, within 90 days after such effective date, petition the Superior Court of the county in which the principal office of the insurer is located, to appraise the value of such shares; and payment of the appraised value thereof shall be made within 60 days after the entry of the judgment or order finding such appraised value. The practice, procedure, and judgment in the Superior Court upon such petition shall be the same, so far as practicable, as that under the eminent domain laws in this State.

  (b) Upon the effective date of the merger or consolidation, any shareholder who has made such objection and demand shall cease to be a shareholder and shall have no rights with respect to such shares except the right to receive payment therefor. Every shareholder who did not vote in favor of such merger or consolidation and who does not object in writing and demand payment of the value of his or her shares at the time and in the manner aforesaid, shall be conclusively presumed to have assented to such merger or consolidation. (Added 1967, No. 344 (Adj. Sess.), § 1 (ch. 1, subch. 4, § 7).)