---
kind: "section"
citation: "43 U.S.C. § 1629d"
title: "43"
title_heading: "Public Lands"
number: "1629d"
heading: "Dissenters rights"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/43/1629d"
units:
  - "Chapter 33 — Alaska Native Claims Settlement"
---

# §1629d. Dissenters rights

- (a) **Coverage—**
  - (1) Notwithstanding the laws of the [State](/usc/43/1602.md?p=f), if the shareholders of a [Native Corporation](/usc/43/1602.md?p=m)—
    - (A) fail to approve an amendment authorized by [section 1629c(b) of this title](/usc/43/1629c.md?p=b) to terminate [alienability restrictions](/usc/43/1602.md?p=s), a shareholder who voted for the amendment may demand payment from the corporation for all of his or her shares of [Settlement Common Stock](/usc/43/1602.md?p=p); or
    - (B) approve an amendment authorized by [section 1629c(d) of this title](/usc/43/1629c.md?p=d) to continue [alienability restrictions](/usc/43/1602.md?p=s) without issuing alienable common stock pursuant to [section 1629c(d)(6) of this title](/usc/43/1629c.md?p=d-6), a shareholder who voted against the amendment may demand payment from the corporation for all of his or her shares of [Settlement Common Stock](/usc/43/1602.md?p=p).
  - (2)
    - (A) A demand for payment made pursuant to [paragraph (1)(A)](#a-1-A) shall be honored only if at the same time as the vote giving rise to the demand, the shareholders of the corporation approved a resolution providing for the purchase of [Settlement Common Stock](/usc/43/1602.md?p=p) from dissenting shareholders.
    - (B) A demand for payment made pursuant to [paragraph (1)(B)](#a-1-B) shall be honored.
- (b) **Relationship to State procedure—**
  - (1) Except as otherwise provided in this section, the laws of the [State](/usc/43/1602.md?p=f) governing the right of a dissenting shareholder to demand and receive payment for his or her shares shall apply to demands for payment honored pursuant to [subsection (a)(2)](#a-2).
  - (2) The board of [directors](/usc/43/31b.md?p=3) of a [Native Corporation](/usc/43/1602.md?p=m) may approve a resolution to provide a dissenting shareholder periods of time longer than those provided under the laws of the [State](/usc/43/1602.md?p=f) to take actions required to demand and receive payment for his or her shares.
- (c) **Valuation of stock—**
  - (1) Prior to a vote described in [subsection (a)(1)](#a-1), the board of [directors](/usc/43/31b.md?p=3) of a [Native Corporation](/usc/43/1602.md?p=m) may approve a resolution to provide that one or more of the following conditions will apply in the event a demand for payment is honored pursuant to [subsection (a)(2)](#a-2)—
    - (A) the [Settlement Common Stock](/usc/43/1602.md?p=p) shall be valued as restricted stock; and
    - (B) the value of—
      - (i) any land conveyed to the corporation pursuant to [section 1613(h)(1) of this title](/usc/43/1613.md?p=h-1) or any other land used as a cemetery; and
      - (ii) the surface estate of any land that is both—
        - (I) exempt from real estate taxation pursuant to [section 1636(d)(1)(A) of this title](/usc/43/1636.md?p=d-1-A), and
        - (II) used by the shareholders of the corporation for subsistence uses (as defined in [section 3113 of title 16](/usc/16/3113.md)); or
      - (iii) any land or interest in land which the board of [directors](/usc/43/31b.md?p=3) believes to be only of speculative value;

      shall be excluded by the shareholder making the demand for payment, the corporation purchasing the [Settlement Common Stock](/usc/43/1602.md?p=p) of the shareholder, and any court determining the fair value of the shares of [Settlement Common Stock](/usc/43/1602.md?p=p) to be purchased.

  - (2) No [person](/usc/43/1602.md?p=h) shall have a claim against a [Native Corporation](/usc/43/1602.md?p=m) or its board of [directors](/usc/43/31b.md?p=3) based upon the failure of the board to approve a resolution authorized by this subsection.
- (d) **Form of payment—**
  - (1) Prior to a vote described in [subsection (a)(1)](#a-1), the board of [directors](/usc/43/31b.md?p=3) of a [Native Corporation](/usc/43/1602.md?p=m) may approve a resolution to provide that in the event a demand for payment is honored pursuant to [subsection (a)(2)](#a-2) payments to each dissenting shareholder shall be made by the corporation through the issuance of a negotiable note in the principal amount of the payment due, which shall be secured by—
    - (A) a payment bond issued by an insurance company or financial institution;
    - (B) the deposit in escrow of securities or property having a fair market value equal to at least 125 per centum of the face value of the note; or
    - (C) a lien upon real property interests of the corporation valued at 125 percent or more of the face amount of the note, except that no such lien shall be applicable to—
      - (i) land conveyed to the corporation pursuant to [section 1613(h)(1) of this title](/usc/43/1613.md?p=h-1), or any other land used as a cemetery;
      - (ii) the percentage interest in the corporation’s timber resources and subsurface estate that exceeds its percentage interest in revenues from such property under [section 1606(i) of this title](/usc/43/1606.md?p=i); or
      - (iii) the surface estate of land that is both—
        - (I) exempt from real estate taxation pursuant to [section 1636(d)(1)(A) of this title](/usc/43/1636.md?p=d-1-A); and
        - (II) used by the shareholders of the corporation for subsistence uses (as defined in [section 3113 of title 16](/usc/16/3113.md)),

      unless the Board of [Directors](/usc/43/31b.md?p=3)[^1] of the corporation acts so as to make such lien applicable to such surface estate.

  - (2) A note issued pursuant to [paragraph (1)](#d-1) shall provide that—
    - (A) interest shall be paid semi-annually, beginning as of the date on which the vote described in [subsection (a)(1)](#a-1) occurred, at the rate applicable on such date to obligations of the United States having a maturity date of one year, and
    - (B) the principal amount and accrued interest on such note shall be payable to the holder at a time specified by the corporation but in no event later than the date that is five years after the date of the vote described in [subsection (a)(1)](#a-1).
- (e) **Dividend adjustment—**
  - (1) The cash payment made pursuant to [subsection (a)](#a) or the principal amount of a note issued pursuant to [subsection (d)](#d) to a dissenting shareholder shall be reduced by the amount of dividends paid to such shareholder with respect to his or her [Settlement Common Stock](/usc/43/1602.md?p=p) after the date of the vote described in [subsection (a)(1)](#a-1).
  - (2) Upon receipt of a cash payment pursuant to [subsection (a)](#a) or a note pursuant to [subsection (d)](#d), a dissenting shareholder shall no longer have an interest in the shares of [Settlement Common Stock](/usc/43/1602.md?p=p) or in the [Native Corporation](/usc/43/1602.md?p=m).

## Footnotes

[^1]: So in original. Probably should not be capitalized.

## Source credit

(Pub. L. 92–203, § 38, as added Pub. L. 100–241, § 9, Feb. 3, 1988, 101 Stat. 1802.)