Washington Code 23B.13.030 – Dissent by nominees and beneficial owners
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(1) A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in the shareholder‘s name only if the shareholder dissents with respect to all shares beneficially owned by any one person and delivers to the corporation a notice of the name and address of each person on whose behalf the shareholder asserts dissenters’ rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the dissenter dissents and the dissenter’s other shares were registered in the names of different shareholders.
Terms Used In Washington Code 23B.13.030
- Beneficial shareholder: means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. See Washington Code 23B.13.010
- 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.
- Corporation: means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. See Washington Code 23B.13.010
- Dissenter: means a shareholder who is entitled to dissent from corporate action under RCW 23B. See Washington Code 23B.13.010
- person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
- Record 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 Washington Code 23B.13.010
- Shareholder: means the record shareholder or the beneficial shareholder. See Washington Code 23B.13.010
(2) A beneficial shareholder may assert dissenters’ rights as to shares held on the beneficial shareholder’s behalf only if:
(a) The beneficial shareholder delivers to the corporation the record shareholder’s executed written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights; and
(b) The beneficial shareholder does so with respect to all shares of which such shareholder is the beneficial shareholder or over which such shareholder has power to direct the vote.