South Carolina Code 33-19-250. Court action to appraise shares
(b) The corporation or selling shareholder shall commence the proceeding in the circuit court of the county where the corporation’s principal office or, if none in this State, its registered office is located. The corporation shall make the selling shareholder a party to the proceeding as in an action against his shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
Terms Used In South Carolina Code 33-19-250
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- 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
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(c) The court may appoint appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the power described in the order appointing them or in any amendment to it.
(d) The selling shareholder is entitled to judgment for the fair value of his shares determined by the court as of the date of death, disqualification, or transfer or termination together with interest from that date at a rate found by the court to be fair and equitable.
(e) The court may specify the terms of the purchase in the order of judgment including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation’s other creditors, security for a deferred purchase price, a covenant not to compete or other restriction on the selling shareholder, and release or indemnification from any guarantees of obligations of the professional corporation made by the selling shareholder or his predecessor in interest.
(f) The court shall require the selling shareholder to deliver all his shares to the purchaser upon receipt of the purchase price or, if an installment purchase is ordered, upon receipt of the first installment of the purchase price.
(g) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the professional corporation or other purchases to complete the purchase justify a modification.