(1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of ORS 60.564. If a proposed corporate action that creates dissenters’ rights under ORS 60.554 is authorized by written consent without a meeting in accordance with ORS 60.211 (1)(b), the corporation shall deliver a written dissenters’ notice to all shareholders who are entitled to assert dissenters’ rights.\n(2) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must:\n(a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited.\n(b) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received.\n(c) Supply a form for demanding payment that includes the date of the first announcement of the terms of the proposed corporate action to news media or to shareholders and requires that the person asserting dissenters’ rights certify whether or not the person acquired first announcement of the terms of the proposed corporate action to news media or to shareholders and requires that the person asserting dissenters’ rights certify whether or not the person acquired beneficial ownership of the shares before that date.\n(d) Set a date by which the corporation must receive the payment demand. This date may not be fewer than 30 nor more than 60 days after the date on which the notice described in subsection (1) of this section is delivered.\n(e) Be accompanied by a copy of ORS 60.551 to 60.594. [1987 c.52 §129; 2015 c.28 §7]
Oregon Legal Code