Dissenting stockholder – one who does not consent to the acquisition of their corporation

Section 84 is mainly about the liability for costs and expenses of appraisal.
The general rule is that the corporation shall bear the costs. Specially if [ in the following instances.]
1. The price that the corporation offered to pay the dissenting stockholder is lower than the fair
value as determined by the appraisers.
2. In an action to recover the fair value of such shares filed by the DS and the refusal of the
stockholder to receive payment is found by the court to be justified.
The exception to the general rule is that if the price ascertained by the appraisers is approximately the
same as the price offered by the corporation and if (the same action is filed) an action is filed by the DS to
recover the fair value of the shares and his refusal to receive payment is found by the court to be
unjustified. The cost shall be borne by the DS.
To illustrate if the FV (SH) 100, (CORP) 80, (APP) 100 = Cost – Corporation
FV (SH) 100, (CORP) 80, (APP) 80 or 75 = Cost – Dissenting Shareholder
Section 85 covers the notation of the certificates and the rights of transferee.
Under this section, the dissenting stockholder shall submit within 10 days after submitting a written
demand for the payment of his shares, the certificates of stock that represents his share. The corporate
secretary shall put a notation (representation) that thus shares submitted are dissenting shares. Thus, all
rights accruing to the said shares like voting and dividend distributions are suspended. (until payment is
made)
The failure to do so shall at the option of the corporation, terminate the appraisal right of the DS.
Now it is also covered in this section that in the instance where the shares of the DS is sold or transferred
then:
1. The transferee shall become a regular stockholder and the rights of the transferor as a DS shall
cease (because he is no longer a stockholder after transferring his shares) = the transferee shall
have all the rights
2. All dividend distributions which would have accrued to such shares shall be paid to the
transferee.