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Frequently Asked Questions

What was the merger about?

In December 1980, Shareholders in six village corporations voted to merge with Koniag. The corporations included Afognak Native Corporation, Akhiok-Kaguyak, Karluk, Leisnoi, Nu-Nachk-Pit, Inc., and Old Harbor Native Corporation. The merger would transfer all the assets and debts of the merging corporations into one entity, Koniag.

 

After the vote to merge in 1980, several corporations challenged the merger in court, citing their lands had not been accurately valued in the proxy statement. Larsen Bay and Karluk did not contest the merger, and were ultimately merged with Koniag under the terms of the merger plan.

 

The legal battle was extended and extremely costly; it wasn’t until 1987 that the settlements were finalized.

How was the merger approved?

The boards of directors for Koniag and the associated village corporations approved the merger plan and brought it to Shareholders to vote. More than half of the shares of Koniag and each individual village corporation had to vote in favor of the merger for it to pass.

How did Shareholders vote?

Corporation

Shares Voted For Approval

Shares Voted Against Approval

% approval

Koniag, Inc.

215,375

13,970

94%

Akhiok-Kaguyak, Inc.

10,176.6

1,300

89%

Karluk Native Corp.

1,411.75

20

99%

Leisnoi, Inc.

2,244.833

13

99%

Nu-Nachk Pit, Inc.

1,671

0

100%

Old Harbor Native Corp.

26,050.3

200

99%

If people didn’t vote in the merger election, how were their shares counted?

People who did not sign a proxy or attend the Koniag annual meeting or their village corporation’s special meeting, they were counted as voting against the merger.

How were shareholders informed about the proposal?

Shareholders received information through the methods available at the time, including notices, proxy materials, shareholder meetings, and other communications required under applicable laws and corporate procedures.

Was the merger legal?

The merger was conducted under the laws and regulations applicable at the time. The process included corporate approvals, shareholder voting requirements, and other legal procedures required for implementation.

 

After the affirmative approval vote to merge in 1980, several corporations challenged the merger in court, citing their lands had not been accurately valued in the proxy statement. Larsen Bay and Karluk did not contest the merger, and were ultimately merged with Koniag under the terms of the merger plan.

 

Relevant legal and corporate documents are available for review in the Historical Documents section.

Can the merger be reversed today?

No. The standard civil statutes of limitation under Alaska law for corporate disputes is 3-4 years.

Were any of the merged assets an important part of revenue?

Yes. 59,700 acres of land in the Kodiak National Wildlife Refuge that became part of Koniag during the merger were sold to the Fish and Wildlife Service in 1998 for $28 million. Shareholders voted to distribute the entire sale proceeds as distributions to Shareholders.

 

Another transaction in the area included 56,000 acres near the Karluk and Sturgeon River. Koniag entered these lands into a conservation easement for 10 years with the Exxon Valdez Oil Spill Trustee Council for $2 million, and declined to extend the easement after the initial lease.

What did Shareholders of the former village corporations receive?

In addition to the 100 Class A shares each person received under ANCSA, each shareholder received 100 Class B Koniag shares at the time of the merger, in addition to $2,100.

 

The village tribes received 10 acres of land per enrollee and $190 per enrolled Shareholder.

Karluk

Larsen Bay

1,860 acres

$35,340

2,030 acres
$38,240

 

 

Did other ANCS merge?

Karluk and Larsen Bay merger was not the only corporate merger or restructuring among Alaska Native corporations after ANCSA. Corporate mergers, consolidations, reorganizations, and dissolutions occurred in multiple regions as corporations responded to financial, operational, and governance challenges.

 

NANA and Ahtna both merged with all of their village corporations except for one.

 

Why Merge?

Discussions around mergers emerged almost as soon as ANCSA was enacted. In 1976, ANCSA was amended to permit mergers. In the 1981 Koniag annual report, then Chairman Jack Wick gave insight into one potential concern for the process, “In a study done by Robert Nathan and Associates in 1972, they concluded that 80% of the village corporations formed under the settlement act would fail. Only the large corporations properly managed could succeed. I attended a meeting in Anchorage in 1972 when that statement was made and their solution was mergers. “

Did any Kodiak area village corporations face some of the issues predicted in 1972?

Yes. While some village corporations on Kodiak developed a significant business presence over time, others remained smaller in scale or had more limited operations. Today, approximately half of the village corporations established under ANCSA on Kodiak have a limited office presence.

 

Maintains a Dedicated Office

Does Not Maintain a Dedicated Office

Afognak Native Corporation

Anton Larsen, Inc

Akhiok-Kaguyak, Inc.

Ayakulik, Inc.

Leisnoi, Inc

Bells Flats Natives, Inc.

Natives of Kodiak, Inc.

Litnik, Inc.

Old Harbor Native Corporation

Shuyak, Inc.

Ouzinkie Native Corporation

Uganik Natives, Inc.

 

Uyak Natives, Inc.

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