1. (a) The court in an appraisal proceeding commenced under section 33-871 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by sections 33-855 to 33-872, inclusive.

2. (b) The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable:

   1. (1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of sections 33-860 to 33-868, inclusive; or (2) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by sections 33-855 to 33-872, inclusive.
3. (c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.
4. (d) To the extent the corporation fails to make a required payment pursuant to section 33-865, 33-867 or 33-868, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.

(P.A. 94-186, S. 160, 215; P.A. 01-199, S. 26; P.A. 09-55, S. 19.)

History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to replace references to “dissenters” with “shareholders demanding appraisal” or “shareholders” and replace “in demanding payment under section 33-868” with “with respect to the rights provided by sections 33-855 to 33-872, inclusive”, amended Subsec. (b) to specify that the provisions apply “in an appraisal proceeding”, replace “dissenters” and “dissenter” with “shareholders demanding appraisal” and “shareholder demanding appraisal”, respectively, amended Subsec. (c) to specify that the provisions apply “in an appraisal proceeding” and replace “dissenter” and “dissenters” with “shareholder” and “shareholders”, respectively, and added new Subsec. (d) authorizing the shareholder to sue directly for the amount owed if the corporation fails to make a required payment and entitling a successful shareholder to recover all costs and expenses of suit including counsel fees; P.A. 09-55 amended Subsec. (a) to replace “costs” with “court costs”, amended Subsec. (b) to replace “the fees and expenses of counsel and experts for the respective parties” with “the expenses of the respective parties” and replace in Subdiv. (2) “fees and expenses” with “expenses”, amended Subsec. (c) to replace “the services of counsel for any shareholder” with “the expenses incurred by any shareholder”, replace “the fees for those services” with “such expenses” and replace “may award to such counsel reasonable fees to be paid” with “may direct that such expenses be paid” and amended Subsec. (d) to replace “all costs and expenses of the suit, including counsel fees” with “all expenses of the suit”.