Page:United States Statutes at Large Volume 101 Part 3.djvu/505

 PUBLIC LAW 100-241—FEB. 3, 1988

101 STAT. 1803

"DISSENTERS RIGHTS

"SEC. 38. (a) COVERAGE.—(1) Notwithstanding the laws of the 43 USC I629d. State, if the shareholders of a Native Corporation— "(A) fail to approve an amendment authorized by section 37(b) to terminate alienability restrictions, a shareholder who voted for the amendment may demand payment from the corporation for all of his or her shares of Settlement Common Stock; or "(B) approve an amendment authorized by section 37(d) to continue alienability restrictions without issuing alienable common stock pursuant to section 37(d)(6), a shareholder who voted against the amendment may demand payment from the corporation for all of his or her shares of Settlement Common Stock. "(2)(A) A demand for payment made pursuant to paragraph (1)(A) shall be honored only if at the same time as the vote giving rise to the demand, the shareholders of the corporation approved a resolution providing for the purchase of Settlement Common Stock from dissenting shareholders. "(B) A demand for payment made pursuant to paragraph (I)(B) shall be honored. "(b) RELATIONSHIP TO STATE PROCEDURE.—(1) Except as otherwise

provided in this section, the laws of the State governing the right of a dissenting shareholder to demand and receive payment for his or her shares shall apply to demands for payment honored pursuant to subsection (a)(2). "(2) The board of directors of a Native Corporation may approve a resolution to provide a dissenting shareholder periods of time longer than those provided under the laws of the State to take actions required to demand and receive payment for his or her shares, (c) VALUATION OF STOCK.—(1) Prior to a vote described in subsection (a)(l), the board of directors of a Native Corporation may approve a resolution to provide that one or more of the following conditions will apply in the event a demand for payment is honored pursuant to subsection (a)(2)— "(A) the Settlement Common Stock shall be valued as restricted stock; and "(B) the value of— "(i) any land conveyed to the corporation pursuant to section 14(h)(1) or any other land used as a cemetery; and "(ii) the surface estate of any land that is both— "(I) exempt from real estate taxation pursuant to section 907(d)(l)(A) of the Alaska National Interest Lands Conservation Act, and "(II) used by the shareholders of the corporation for subsistence uses (as defined in section 803 of the Alaska National Interest Lands Conservation Act); or "(iii) any land or interest in land which the board of directors believes to be only of speculative value; shall be excluded by the shareholder making the demand for ayment, the corporation purchasing the Settlement Common tock of the shareholder, and any court determining the fair value of the shares of Settlement Common Stock to be purchased. "(2) No person shall have a claim against a Native Corporation or its board of directors based upon the failure of the board to approve a resolution authorized by this subsection.

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