Bill > HB2047

This bill amends Arizona Revised Statutes Section 10-1331, which governs court costs and attorney fees in dissenters' rights proceedings (legal actions where shareholders can challenge the fair value of their shares during corporate transactions like mergers or acquisitions). The bill clarifies that any court-assessed costs and attorney fees will apply not just to the original corporation involved in the proceeding, but also to any surviving or resulting corporation from the sale, merger, or acquisition. The law maintains the existing framework where courts can allocate costs and fees based on several factors: if the corporation did not substantially comply with legal requirements, if the fair value sought by dissenters does not materially differ from the corporation's initial offer, or if either party acted arbitrarily or in bad faith. Additionally, the bill preserves a provision allowing courts to award attorney fees directly from dissenter awards if an attorney's services provided substantial benefit to other similarly situated shareholders, ensuring that legal representatives can be fairly compensated for collective shareholder interests.

Business and Industry, Government Affairs

https://apps.azleg.gov/BillStatus/BillOverview/81705