A. The court in an appraisal proceeding commenced under section 10-2225 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation unless the court assesses costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation’s offer.

Terms Used In Arizona Laws 10-2226

  • Appraisal: A determination of property value.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Court: means the superior court of this state. See Arizona Laws 10-140
  • disqualified shareholder: means a shareholder described in subsection 10-2223, subsection A, paragraph 1 or 2 or the legal representative of that shareholder. See Arizona Laws 10-2228
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140

B. The court may also assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of the disqualified shareholder’s shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.

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