Corporate Appraisal and Dissenters'-Rights Procedure in New Jersey

At a glance

Requirements one by one

Governing law and holders

The Act defines a shareholder as a holder of record; the ordinary corporation is a domestic corporation for profit. A beneficial owner acting through a nominee therefore needs the record-holder structure addressed, and a nominee or fiduciary cannot dissent for only part of one owner's eligible shares. N.J. Stat. §§ 14A:1-2.1 and 14A:11-1(3).

Which actions qualify

Section 14A:11-1 distinguishes merger/consolidation, outside-course disposition of all or substantially all assets, and acquisition under § 14A:10-9. The § 14A:10-13(8) exchange route gives acquired holders the rights they would have if the exchange were a merger. A certificate can add specified actions under § 14A:11-1(4); that is separate from assuming every charter amendment or entity change automatically creates a Chapter 11 right.

Market and consideration exclusions

Under § 14A:11-1(1)(a), the default merger exclusion can turn on either the shares held or what the holder receives. Cash is expressly listed as excluded consideration; this is a significant limit even for a private corporation. The certificate can provide otherwise. Separate exclusions cover specified no-vote survivor and holding-company mergers.

For an asset disposition, the statute separately addresses listed or widely held shares, a qualifying dissolution plan distributing substantially all net assets within one year, and court-ordered sales. The wholly owned transfer cross-reference is also excluded. These are statutory conditions, not a finding that a particular transaction qualifies. Section 14A:11-1(1)(b).

Ownership and share treatment

The all-shares rule applies to the shares with a right of dissent, not every unrelated security an owner holds. Making the payment demand suspends ordinary shareholder rights except payment and Chapter 11 rights. A transfer after certificate notation cannot give the transferee greater rights than the original dissenter. Sections 14A:11-1(3), 14A:11-2(6), and 14A:11-3(2).

Notices before action

The merger and exchange meeting notices go to voting and nonvoting record holders, with the plan or summary and an outline of dissent procedures and clocks. The short-form merger route mails minority holders the plan or summary unless waived in writing and separately supplies dissent information to those entitled to it. Sections 14A:10-3(1), 14A:10-5.1(2), and 14A:10-13(3).

Written consent has two routes. Post-consent notice states the proposed transaction and provides 20 days, or a greater granted period, for written intent to dissent. The advance-solicitation alternative requires intent before the fixed tabulation date; for Chapter 10 actions, tabulation is 20 to 60 days after mailing. Section 14A:5-6(1)-(2).

Intent, payment demand, and certificate notation

Intent and payment demand are different acts. Section 14A:11-2(1) requires written intent before the vote or within the applicable consent period. The corporation then sends qualifying objectors certified-mail notice of the effective date within 10 days of effectiveness, excluding those who voted for or consented in writing. The holder's separate written demand is due within 20 days after that mailing. Section 14A:11-2(2)-(3).

The eligible no-vote merger route instead starts the demand clock with the mailed plan/summary and dissent statement. For § 14A:10-9 acquisitions, it starts with the acquiring corporation's notice of acceptance, which must say that failure to demand within 20 days is deemed acceptance. Sections 14A:11-2(4)-(5) and 14A:10-9(3).

Certificates must be submitted for notation within 20 days after demanding payment, then returned to the holder. Every corporate communication under Chapter 11 must identify the dates needed to perfect rights. The statute does not prescribe a separate modern appraisal form or uncertificated-share form here. Section 14A:11-2(6)-(7).

Financial information, offers, and withdrawal

Within 10 days after the demand period expires, the corporation must mail the specified balance sheet, surplus statement, and profit-and-loss information. The balance-sheet date cannot be earlier than 12 months before the offer, and the profit-and-loss period ordinarily covers at least 12 months. An offer is optional; if made, the per-share price must be the same within a class or series. Agreement within the following 30-day period leads to payment upon certificate surrender. Section 14A:11-6.

A holder cannot withdraw the demand without the corporation's written consent. Shares become reacquired or pass to the acquirer upon payment as specified for the transaction. Sections 14A:11-5(1) and 14A:11-11.

Court proceeding and costs

If no price agreement is reached, the holder may serve a demand for the corporation to commence a Superior Court action within 30 days after the agreement period expires. The corporation must commence within 30 days after receiving that demand; it may also file earlier. If it does not, the holder may commence in the corporation's name within 60 days after the corporation's filing period expires. Section 14A:11-7.

All unsettled dissenters, wherever residing, must be joined in the action against their shares. The court may proceed summarily or otherwise and may appoint an appraiser with authority fixed by its order. Chapter 11 specifies Superior Court jurisdiction but no separate county-venue or discovery rule. Section 14A:11-8.

Interest runs from the payment demand to payment at a rate the court finds equitable, subject to denial for an arbitrary, vexatious, or bad-faith refusal of an offer. Costs are allocated equitably; counsel and party-expert fees are ordinarily excluded, but may be awarded to a dissenter if the corporation made no offer or its offer lacked good faith. Sections 14A:11-9 and 14A:11-10.

Valuation and other-claim boundaries

The ordinary valuation reference is the day before the meeting or consent tabulation. Specified no-vote mergers and acquisitions use the relevant board action instead; transaction-caused appreciation and depreciation are excluded. This identifies the reference date without selecting a method or value. Section 14A:11-3(3).

Sections 14A:11-1(5) and 14A:11-5(2) limit other share-based challenges while preserving specified procedural, certificate, fraud, unlawfulness, and related exceptions. This page does not decide their application or advise litigation.

What trips people up

Missing certificate notation can terminate the payment right unless a court finds good and sufficient cause. Failure to commence the court action within the statutory periods can also end it. Abandonment, rescission, or a permanent injunction can restore ordinary shareholder rights, including the statute's intervening distribution and preemptive-right treatment. Section 14A:11-4.

Common questions

What if the corporation has existed for less than a year? The profit-and- loss statement covers the portion of the usual reporting period during which it existed. Section 14A:11-6(1).

Can the issuing corporation pay for shares acquired in an exchange? With the acquiring corporation's consent, the issuer may make the payment; the shares it thereby reacquires are cancelled. Section 14A:11-11(3).

Statutes and sources

• N.J. Stat. § 14A:1-2.1 — official text (accessed September 5, 2026).

As used in this act, unless the context otherwise requires, the term: (a) "Act" or "this act" means the "New Jersey Business Corporation Act" and includes all amendments and supplements thereto. (b) "Attorney General" means the Attorney General of New Jersey. (c) "Authorized shares" means the shares of all classes and series which the corporation is authorized to issue. (d) "Board" means board of directors. "Entire board" means the total number of directors which the corporation would have if there were no vacancies. (e) "Bonds" includes secured and unsecured bonds, debentures, notes and other written obligations for the payment of money. (f) "Certificate of incorporation" includes: (i) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute; and (ii) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated. (g) "Corporation" or "domestic corporation" means a corporation for profit organized under this act, or existing on its effective date and theretofore organized under any other law of this State for a purpose or purposes for which a corporation may be organized under this act. (h) "Director" means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. (i) "Foreign corporation" means a corporation for profit organized under the laws of a jurisdiction other than this State, including any state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (j) "Resolution" means any action taken or authority granted by the shareholders, the board, or a committee of the board, regardless of whether evidenced by a formal resolution. (k) "Secretary of State" means the Secretary of State of New Jersey. (l) "Shareholder" means one who is a holder of record of shares in a corporation. (m) "Shares" means the units into which the proprietary interests in a corporation are divided. (n) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation. (o) "Subsidiary" means a domestic or foreign corporation whose outstanding shares are owned directly or indirectly by another domestic or foreign corporation in such number as to entitle the holder at the time to elect a majority of its directors without regard to voting power which may thereafter exist upon a default, failure or other contingency. (p) "Treasury shares" means shares of a corporation which have been issued, and have been subsequently acquired by the corporation under circumstances which do not result in cancellation. Treasury shares are issued shares, but not outstanding shares. (q) "Other business entity" means a partnership, limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust, national association, or any other unincorporated business, whether organized under the laws of this State or under the laws of any other state or territory of the United States or the District of Columbia, the United States or any foreign country or other foreign jurisdiction. (r) "Votes cast" means all votes cast in favor of and against a particular proposition, but shall not include abstentions.

• N.J. Stat. § 14A:11-1 — official text (accessed September 5, 2026).

(1) Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions (a) Any plan of merger or consolidation to which the corporation is a party, provided that, unless the certificate of incorporation otherwise provides (i) a shareholder shall not have the right to dissent from any plan of merger or consolidation with respect to shares (A) of a class or series which is listed on a national securities exchange or is held of record by not less than 1,000 holders on the record date fixed to determine the shareholders entitled to vote upon the plan of merger or consolidation; or (B) for which, pursuant to the plan of merger or consolidation, he will receive (x) cash, (y) shares, obligations or other securities which, upon consummation of the merger or consolidation, will either be listed on a national securities exchange or held of record by not less than 1,000 holders, or (z) cash and such securities; (ii) a shareholder of a surviving corporation shall not have the right to dissent from a plan of merger, if the merger did not require for its approval the vote of such shareholders as provided in section 14A:10-5.1 or in subsection 14A:10-3(4), 14A:10-7(2) or 14A:10-7(4); (iii) a shareholder of a corporation shall not have the right to dissent from a plan of merger, if the merger did not require, for its approval, the vote of the shareholders as provided in subsection (6) of N.J.S.14A:10-3; or (b) Any sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation not in the usual or regular course of business as conducted by such corporation, other than a transfer pursuant to subsection (4) of N.J.S.14A:10-11, provided that, unless the certificate of incorporation otherwise provides, the shareholder shall not have the right to dissent (i) with respect to shares of a class or series which, at the record date fixed to determine the shareholders entitled to vote upon such transaction, is listed on a national securities exchange or is held of record by not less than 1,000 holders; or (ii) from a transaction pursuant to a plan of dissolution of the corporation which provides for distribution of substantially all of its net assets to shareholders in accordance with their respective interests within one year after the date of such transaction, where such transaction is wholly for (A) cash; or (B) shares, obligations or other securities which, upon consummation of the plan of dissolution will either be listed on a national securities exchange or held of record by not less than 1,000 holders; or (C) cash and such securities; or (iii) from a sale pursuant to an order of a court having jurisdiction. (2) Any shareholder of a domestic corporation shall have the right to dissent with respect to any shares owned by him which are to be acquired pursuant to section 14A:10-9. (3) A shareholder may not dissent as to less than all of the shares owned beneficially by him and with respect to which a right of dissent exists. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of such owner with respect to which the right of dissent exists. (4) A corporation may provide in its certificate of incorporation that holders of all its shares, or of a particular class or series thereof, shall have the right to dissent from specified corporate actions in addition to those enumerated in subsection 14A:11-1(1), in which case the exercise of such right of dissent shall be governed by the provisions of this Chapter. (5) A shareholder entitled to dissent from a corporate action as enumerated in subsection 14A:11-1(1) or as specified pursuant to a corporation's certificate of incorporation shall not have the right to challenge a corporate action from which a shareholder has a right to dissent, regardless of whether the shareholder actually exercised the right to dissent as to that action, except that a shareholder may challenge a corporate action that was: (a) not effectuated in accordance with the applicable provisions of this Chapter or the corporation's certificate of incorporation; or (b) procured as a result of fraud, material misrepresentation, or other deceptive means.

• N.J. Stat. § 14A:11-2 — official text (accessed September 5, 2026).

(1) Whenever a vote is to be taken, either at a meeting of shareholders or upon written consents in lieu of a meeting pursuant to section 14A:5-6, upon a proposed corporate action from which a shareholder may dissent under section 14A: 11-1, any shareholder electing to dissent from such action shall file with the corporation before the taking of the vote of the shareholders on such corporate action, or within the time specified in paragraph 14A:5-6(2)(b) or 14A:5-6(2)(c), as the case may be, if no meeting of shareholders is to be held, a written notice of such dissent stating that he intends to demand payment for his shares if the action is taken. (2) Within 10 days after the date on which such corporate action takes effect, the corporation, or, in the case of a merger or consolidation, the surviving or new corporation, shall give written notice of the effective date of such corporate action, by certified mail to each shareholder who filed written notice of dissent pursuant to subsection 14A:11-2(1), except any who voted for or consented in writing to the proposed action. (3) Within 20 days after the mailing of such notice, any shareholder to whom the corporation was required to give such notice and who has filed a written notice of dissent pursuant to this section may make written demand on the corporation, or, in the case of a merger or consolidation, on the surviving or new corporation, for the payment of the fair value of his shares. (4) Whenever a corporation is to be merged pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) and shareholder approval is not required under subsections 14A:10-5.1(5) and 14A:10-5.1(6), a shareholder who has the right to dissent pursuant to section 14A:11-1 may, not later than 20 days after a copy or summary of the plan of such merger and the statement required by subsection 14A:10-5.1(2) is mailed to such shareholder, make written demand on the corporation or on the surviving corporation, for the payment of the fair value of his shares. (5) Whenever all the shares, or all the shares of a class or series, are to be acquired by another corporation pursuant to section 14A:10-9, a shareholder of the corporation whose shares are to be acquired may, not later than 20 days after the mailing of notice by the acquiring corporation pursuant to paragraph 14A:10-9(3)(b), make written demand on the acquiring corporation for the payment of the fair value of his shares. (6) Not later than 20 days after demanding payment for his shares pursuant to this section, the shareholder shall submit the certificate or certificates representing his shares to the corporation upon which such demand has been made for notation thereon that such demand has been made, whereupon such certificate or certificates shall be returned to him. If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of such shares, and a transferee of such shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting shareholder had after making a demand for payment of the fair value thereof. (7) Every notice or other communication required to be given or made by a corporation to any shareholder pursuant to this Chapter shall inform such shareholder of all dates prior to which action must be taken by such shareholder in order to perfect his rights as a dissenting shareholder under this Chapter.

• N.J. Stat. § 14A:11-3 — official text (accessed September 5, 2026).

(1) A shareholder who has made demand for the payment of his shares in the manner prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this Chapter referred to as a " dissenting shareholder." (2) Upon making such demand, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of his shares and any other rights of a dissenting shareholder under this Chapter. (3) " Fair value" as used in this Chapter shall be determined (a) As of the day prior to the day of the meeting of shareholders at which the proposed action was approved or as of the day prior to the day specified by the corporation for the tabulation of consents to such action if no meeting of shareholders was held; or (b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) in which shareholder approval is not required, as of the day prior to the day on which the board of directors approved the plan of merger; or (c) In the case of an acquisition of all the shares or all the shares of a class or series by another corporation pursuant to section 14A:10-9, as of the day prior to the day on which the board of directors of the acquiring corporation authorized the acquisition, or, if a shareholder vote was taken pursuant to section 14A:10-12, as of the day provided in paragraph 14A:11-3(3)(a). In all cases, "fair value" shall exclude any appreciation or depreciation resulting from the proposed action.

• N.J. Stat. § 14A:11-4 — official text (accessed September 5, 2026).

(1) The right of a dissenting shareholder to be paid the fair value of his shares under this Chapter shall cease if (a) he has failed to present his certificates for notation as provided by subsection 14A:11-2(6), unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct; (b) his demand for payment is withdrawn with the written consent of the corporation; (c) the fair value of the shares is not agreed upon as provided in this Chapter and no action for the determination of fair value by the Superior Court is commenced within the time provided in this Chapter; (d) the Superior Court determines that the shareholder is not entitled to payment for his shares; (e) the proposed corporate action is abandoned or rescinded; or (f) a court having jurisdiction permanently enjoins or sets aside the corporate action. (2) In any case provided for in subsection 14A:11-4(1), the rights of the dissenting shareholder as a shareholder shall be reinstated as of the date of the making of a demand for payment pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening preemptive rights and the right to payment of any intervening dividend or other distribution, or, if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the board, the fair value thereof in cash as of the time of such expiration or completion.

• N.J. Stat. § 14A:11-5 — official text (accessed September 5, 2026).

(1) A dissenting shareholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the corporation. (2) The enforcement by a dissenting shareholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting shareholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection 14A:11-4(2) and except that this subsection shall not exclude the right of such dissenting shareholder to bring or maintain an appropriate action to obtain relief on the ground that such corporate action will be or is ultra vires, unlawful or fraudulent as to such dissenting shareholder.

• N.J. Stat. § 14A:11-6 — official text (accessed September 5, 2026).

(1) Not later than 10 days after the expiration of the period within which shareholders may make written demand to be paid the fair value of their shares, the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) shall mail to each dissenting shareholder the balance sheet and the surplus statement of the corporation whose shares he holds, as of the latest available date which shall not be earlier than 12 months prior to the making of such offer and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the corporation was not in existence for such 12-month period, for the portion thereof during which it was in existence. The corporation may accompany such mailing with a written offer to pay each dissenting shareholder for his shares at a specified price deemed by such corporation to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting shareholders of the same class, or, if divided into series, of the same series. (2) If, not later than 30 days after the expiration of the 10-day period limited by subsection 14A:11-6(1), the fair value of the shares is agreed upon between any dissenting shareholder and the corporation, payment therefor shall be made upon surrender of the certificate or certificates representing such shares.

• N.J. Stat. § 14A:11-7 — official text (accessed September 5, 2026).

(1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection 14A:11-6(2), the dissenting shareholder may serve upon the corporation upon which such demand has been made pursuant to subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) a written demand that it commence an action in the Superior Court for the determination of the fair value of the shares. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the corporation not later than 30 days after receipt by the corporation of such demand, but nothing herein shall prevent the corporation from commencing such action at any earlier time. (2) If a corporation fails to commence the action as provided in subsection 14A:11-7(1), a dissenting shareholder may do so in the name of the corporation, not later than 60 days after the expiration of the time limited by subsection 14A:11-7(1) in which the corporation may commence such an action.

• N.J. Stat. § 14A:11-8 — official text (accessed September 5, 2026).

In any action to determine the fair value of shares pursuant to this Chapter: (a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise; (b) All dissenting shareholders, wherever residing, except those who have agreed with the corporation upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem; (c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and (d) The court shall render judgment against the corporation and in favor of each shareholder who is a party to the action for the amount of the fair value of his shares.

• N.J. Stat. § 14A:11-9 — official text (accessed September 5, 2026).

(1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the corporation of the certificate or certificates representing such shares. (2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the date of the dissenting shareholder's demand for payment under subsections 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) to the day of payment. If the court finds that the refusal of any dissenting shareholder to accept any offer of payment, made by the corporation under section 14A:11-6, was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.

• N.J. Stat. § 14A:11-10 — official text (accessed September 5, 2026).

The costs and expenses of bringing an action pursuant to section 14A:11-8 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the corporation under section 14A:11-6 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting shareholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting shareholder.

• N.J. Stat. § 14A:5-6(1)-(2) — official text (accessed September 5, 2026).

(1) Any action required or permitted to be taken at a meeting of shareholders by this act or the certificate of incorporation or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote thereon consent thereto in writing, except that in the case of any action to be taken pursuant to N.J.S.14A:10-1 et seq., such action may be taken without a meeting only if all shareholders consent thereto in writing or if all shareholders entitled to vote thereon consent thereto in writing and the corporation provides to all other shareholders the advance notification required by paragraph (b) of subsection (2) of this section. (2) Except as otherwise provided in the certificate of incorporation and subject to the provisions of this subsection, any action required or permitted to be taken at a meeting of shareholders by this act, the certificate of incorporation, or bylaws, other than the annual election of directors, may be taken without a meeting, without prior notice and without a vote, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting. (a) If any shareholder shall have the right to dissent from the proposed action, pursuant to N.J.S.14A: 11-1 et seq., the board shall fix a date on which written consents are to be tabulated; in any other case, it may fix a date for tabulation. If no date is fixed, consents may be tabulated as they are received. No consent shall be counted which is received more than 60 days after the date of the board action authorizing the solicitation of consents or, in a case in which consents, or proxies for consents, are solicited from all shareholders who would have been entitled to vote at a meeting called to take such action, more than 60 days after the date of mailing of solicitation of consents, or proxies for consents. (b) Except as provided in paragraph (c) of this subsection, the corporation, upon receipt and tabulation of the requisite number of written consents, shall promptly notify all non-consenting shareholders, who would have been entitled to notice of a meeting to vote upon such action, of the action consented to, the proposed effective date of such action, and any conditions precedent to such action. In the case of any action taken pursuant to N.J.S.14A:10-1 et seq., such notification shall be given at least 20 days in advance of the proposed effective date of such action. Any shareholder who did not consent, personally, or by proxy, to any action which he has a right to dissent from as provided in N.J.S.14A: 11-1 et seq. shall in such notice also be informed that he has the right to dissent and to be paid the fair value of his shares, provided he files with the corporation a written notice of dissent as required by subsection (1) of N.J.S.14A:11-2 within 20 days from the date of giving of the notice, or such greater period of time as may be granted by the corporation, and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in N.J.S.14A: 11-1 et seq. with which he must comply in order to assert and enforce such right. (c) The corporation need not provide the notification required by paragraph (b) of this subsection if it (i) solicits written consents or proxies for consents from all shareholders who would have been entitled to vote at a meeting called to take such action, and at the same time gives notice of the proposed action to all other shareholders who would have been entitled to notice of a meeting called to vote upon such action; (ii) advises all shareholders, if any, who are entitled to dissent from the proposed action, as provided in N.J.S.14A:11-1 et seq., of their right to do so and to be paid the fair value of their shares, provided they file with the corporation before the date fixed for tabulation of the written consents a written notice of dissent as required by subsection (1) of N.J.S.14A:11-2, and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in N.J.S.14A:11-1 et seq. with which they must comply in order to assert and enforce such right; and (iii) in the case of any proposed action to be taken pursuant to N.J.S.14A:10-1 et seq., fixes a date for tabulation of consents not less than 20 days, and not more than 60 days, after the date of mailing of solicitations of consents or proxies for consents. (d) Any consent obtained pursuant to paragraph (c) of this subsection may be revoked at any time prior to the day fixed for tabulation of consents. Any other consent may be revoked at any time prior to the day on which the proposed action could be taken upon compliance with paragraph (b) of this subsection. No revocation shall be effective unless in writing and until received by the corporation at the place fixed for receipt of consents or, if none, at the main business office or headquarters of the corporation.

• N.J. Stat. § 14A:10-3(1) — official text (accessed September 5, 2026).

(1) The board of each corporation, upon approving such plan of merger or plan of consolidation, shall direct that the plan be submitted to a vote at a meeting of shareholders. Written notice shall be given not less than 20 nor more than 60 days before such meeting to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in this act for the giving of notice of meetings of shareholders. Such notice shall include, or shall be accompanied by (a) A copy or a summary of the plan of merger or consolidation; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply in order to assert and enforce such right.

• N.J. Stat. § 14A:10-5.1(1)-(2) — official text (accessed September 5, 2026).

(1) A domestic corporation owning at least 90% of the outstanding shares of each class and series of another domestic corporation or corporations, may merge the other corporation or corporations into itself, or may merge itself, or itself and any subsidiary corporation or corporations, into any subsidiary corporation, without approval of the shareholders of any of the corporations, except as provided in subsections 14A: 10-5.1(5) and 14A: 10-5.1(6). The board of the parent corporation shall approve a plan of merger setting forth those matters required to be set forth in plans of merger under section 14A:10-1. Approval by the board of any subsidiary corporation shall not be required. (2) If the parent corporation owns less than 100% of the outstanding shares of each subsidiary corporation, it shall mail to each minority shareholder of record of each subsidiary corporation, unless waived in writing, a copy or a summary of the plan of merger. The parent corporation shall also mail to each shareholder who, under Chapter 11 of this act, is entitled to dissent, a statement informing the shareholder that he has the right to dissent and to be paid the fair value of his shares, and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which he shall comply in order to assert and enforce that right.

• N.J. Stat. § 14A:10-9(1)-(3) — official text (accessed September 5, 2026).

(1) Subject to the limitations imposed by any other statute of this State, any domestic corporation may, in the manner provided by this section, acquire, in exchange for its shares, all the shares, or all the shares of any class or series, of any other corporation organized under any statute of this State. (2) Such acquiring corporation shall submit by first-class mail to all holders of the shares to be acquired a written offer which shall (a) specify the shares to which such offer relates; (b) prescribe the terms and conditions of such offer, including the method of acceptance thereof and the manner of exchanging such shares; (c) contain a statement summarizing the rights of such shareholders as provided in paragraph 14A:10-9(3)(b). Any such offer may provide for the payment of cash in lieu of the issuance of fractional shares of the acquiring corporation. (3) If, within 120 days after the date of such mailing, the offer is accepted by the holders of not less than 90% of the shares of each class and series to which the offer relates, other than shares already held at the date of mailing by, or by a nominee for, the acquiring corporation or any subsidiary thereof, the acquiring corporation shall, within 60 days after such acceptance: (a) execute and file a certificate in the office of the Secretary of State setting forth such acceptance; and (b) give written notice of such acceptance, by registered or certified mail, return receipt requested, to each holder of such shares to which the offer relates, who has not accepted the offer. Such notice shall include, or be accompanied by, a statement (i) that such shareholders may elect either to accept the offer or to dissent therefrom and be paid the fair value of their shares provided that they file with the acquiring corporation, not later than 20 days after the mailing of such written notice, a written demand for the fair value of their shares as required by subsection 14A:11-2(5), and otherwise comply with the procedures set forth in Chapter 11 of this act; (ii) outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply; and (iii) that if such shareholders do not make written demand for the payment of the fair value of their shares within said 20-day period, they shall be deemed to have accepted the offer.

• N.J. Stat. § 14A:10-13(3), (8) — official text (accessed September 5, 2026).

(3) The board of the acquired corporation upon approving the plan of exchange shall submit it to a vote at a meeting of its shareholders. If the plan of exchange provides for the acquisition of all of the outstanding shares of the acquired corporation, the shareholders of the acquired corporation shall be entitled to all the voting rights they would have if the exchange were a merger. If less than all of the classes or series of shares of the acquired corporation are to be acquired, only the holders of shares of those classes or series of shares of the acquired corporation which are proposed to be acquired shall be entitled to vote at the meeting. Written notice shall be given not less than 20 and not more than 60 days before the meeting to each shareholder of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notices of meetings of shareholders. The notice shall include or be accompanied by: (a) A copy or summary of the plan of exchange; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which they shall comply in order to assert and enforce that right.

(8) Any shareholder of an acquired corporation whose shares are acquired pursuant to the plan of exchange shall have all of the rights of a dissenting shareholder under Chapter 11 of this act to the extent the shareholder would have those rights if the plan of exchange were treated as a merger under paragraph 14A: 11-1(1)(a).

• N.J. Stat. § 14A:11-11 — official text (accessed September 5, 2026).

(1) The shares of a dissenting shareholder in a transaction described in subsection 14A:11-1(1) shall become reacquired by the corporation which issued them or by the surviving corporation, as the case may be, upon the payment of the fair value of shares. (2) (Deleted by amendment, P.L.1995, c.279.) (3) In an acquisition of shares pursuant to section 14A: 10-9 or section 14A:10-13, the shares of a dissenting shareholder shall become the property of the acquiring corporation upon the payment by the acquiring corporation of the fair value of such shares. Such payment may be made, with the consent of the acquiring corporation, by the corporation which issued the shares, in which case the shares so paid for shall become reacquired by the corporation which issued them and shall be cancelled.