NC S457

Replaces terminology throughout Article 13 of Chapter 55 from "dissenters' rights" to "appraisal rights" to align with modern corporate law nomenclature.

Expands appraisal rights eligibility to include conversions to foreign corporations, conversions to nonprofit status, and conversions to unincorporated entities under Part 2 of Article 11A.

Establishes new restrictions on appraisal rights for shares that are publicly traded securities, covered under federal securities law, or meet specific size thresholds (2,000+ shareholders, $20 million market value), unless the corporate action involves an "interested transaction."

Defines "interested person" and "interested transaction" to include situations where significant shareholders or senior executives receive financial benefits not generally available to other shareholders, ensuring appraisal rights remain available in conflicted deals.

Modifies procedural requirements including extended timelines (40-60 days) for shareholders to demand appraisal, creates mechanism for corporations to withhold payment for after-acquired shares pending certification, and clarifies that shareholders lose voting rights once they deposit certificates or return appraisal forms.