Court costs and other expenses

(a) The court in a proceeding commenced under Code Section 14-2-916 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of attorneys and experts employed by the parties. Except as provided in subsection (b) of this Code section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right. (b) The court may assess all or a portion of the total costs of the proceedings: (1) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation’s last purchase offer made before commencement of the proceeding and that the person’s failure to accept the offer was arbitrary, vexatious, or otherwise not in good faith; or (2) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation’s last purchase offer 329 14-2-917 CORPORATIONS & PARTNERSHIPS 14-2-920 made before commencement of the proceeding and that the offer was arbitrary, vexatious, or otherwise not made in good faith. (Code 1981, § 14-2-917, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 43.) COMMENT Source: Model Statutory Close Corporation Supplement, § 17. There was no counterpart in former Georgia law. The power of the court to allocate all costs and attorneys’ fees incurred in the suit should provide an adequate incentive for both sides to act in good faith. Note to 1989 Amendment Subsection (b)(2) was amended by substituting ‘‘purchase’’ for ‘‘sale.’’ This was merely a grammatical change to make subsection (b)(2) consistent with (b)(1), which refers to assessing costs against the shareholder demanding repurchase if the court finds the fair value of the shares does not substantially exceed the corporation’s last purchase offer. The Model Close Corporation Supplement refers to ‘‘last sale offer’’ in subsection (b)(2), but this was apparently a drafting error. Cross-References Appraisers, see § 14-2-942. ‘‘Proceeding’’ defined, see § 14-2-140. PART 3 GOVERNANCE 14-2-920. Shareholder agreements.