Matter of Fair Value of Shares of Bank of Ripley
In Matter of Fair Value of Shares of Bank of Ripley, 184 W. Va. 96, 399 S.E.2d 678 (W. Va. 1990), the dissenters' attorney admittedly had misread the Dissenter's Rights Statute.
As a result, the shareholders did not tender their shares until fifteen days after the statutory deadline. Id. The Plaintiffs argued that the combination of a complex statute, the attorney's misreading of that statute, a relatively short delay and the absence of prejudice to the corporation constituted "good and sufficient cause" to excuse the fifteen day delay. Id.
Although the court agreed that the statute was "not a model of clarity," it found that it need not consider whether the complexity of the statute, nor the attorney's misreading of that statute, amounted to "good and sufficient cause." Id. at 683.
Instead, the court held that "where a dissenting shareholder has otherwise complied with the Dissenter's Rights Statute but has failed to timely tender his shares for notation as required by. . . the foregoing statute, his failure will not terminate his dissenter's rights if the delay is insubstantial and the corporation is shown not to have suffered any prejudice." Id. at 684.
Finally, the court found a fifteen-day delay to be insubstantial, but remanded the case for further consideration of the prejudice issue. Id. at 684, 686.
The court noted that the statutes providing for mergers and dissenter's rights had replaced the common law rule which formerly required unanimous consent among the shareholders in order to merge or consolidate. See id. at 682.
As a result, it noted that dissenter's rights statutes--which are usually held to be the exclusive remedy for dissenting shareholders--are generally construed in favor of the shareholder where the corporation has not been prejudiced. See id