SUBCHAPTER XIII
APPRAISAL RIGHTS
Referredtoin§490.924,490.935,490.1107,499.69A,524.1309,524.1406,524.1417
PART 1
RIGHT TO APPRAISAL AND
PAYMENT FOR SHARES
490.1301 Subchapter definitions.
As used in this subchapter:
1.“Affiliate”meansapersonthatdirectlyorindirectlythroughoneormoreintermediaries
controls, is controlled by, or is under common control with another person or is a senior
executive of such person. For purposes of section 490.1302, subsection 2, paragraph “d”, a
person is deemed to be an affiliate of its senior executives.
2.“Corporation” means the domestic corporation that is the issuer of the shares held by
a shareholder demanding appraisal and, for matters covered in sections 490.1322 through
490.1331, “corporation” includes the survivor of a merger.
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SUBCHAPTER XIII
APPRAISAL RIGHTS
Referredtoin§490.924,490.935,490.1107,499.69A,524.1309,524.1406,524.1417
PART 1
RIGHT TO APPRAISAL AND
PAYMENT FOR SHARES
490.1301 Subchapter definitions.
As used in this subchapter:
1. “Affiliate”meansapersonthatdirectlyorindirectlythroughoneormoreintermediaries
controls, is controlled by, or is under common control with another person or is a senior
executive of such person. For purposes of section 490.1302, subsection 2, paragraph “d”, a
person is deemed to be an affiliate of its senior executives.
2. “Corporation” means the domestic corporation that is the issuer of the shares held by
a shareholder demanding appraisal and, for matters covered in sections 490.1322 through
490.1331, “corporation” includes the survivor of a merger.
3. “Fair value” means the value of the corporation’s shares determined according to the
following:
a. Immediately before the effectiveness of the corporate action to which the shareholder
objects.
b. Using customary and current valuation concepts and techniques generally employed
for similar businesses in the context of the transaction requiring appraisal.
c. Without discounting for lack of marketability or minority status except, if appropriate,
for amendments to the articles of incorporation pursuant to section 490.1302, subsection 1,
paragraph “d”.
4. “Interest” means interest from the date the corporate action becomes effective until the
date of payment, at the rate of interest on judgments in this state on the effective date of the
corporate action.
5. “Interested transaction” means a corporate action described in section 490.1302,
subsection 1, other than a merger pursuant to section 490.1105, involving an interested
person in which any of the shares or assets of the corporation are being acquired or
converted. As used in this subsection:
a. “Beneficial owner” means any person who, directly or indirectly, through any contract,
arrangement, or understanding, other than a revocable proxy, has or shares the power
to vote, or to direct the voting of, shares; except that a member of a national securities
exchange is not deemed to be a beneficial owner of securities held directly or indirectly by
it on behalf of another person if the member is precluded by the rules of the exchange from
voting without instruction on contested matters or matters that may affect substantially the
rights or privileges of the holders of the securities to be voted. When two or more persons
agree to act together for the purpose of voting their shares of the corporation, each member
of the group formed thereby is deemed to have acquired beneficial ownership, as of the date
of the agreement, of all shares having voting power of the corporation beneficially owned
by any member of the group.
b. “Excluded shares” means shares acquired pursuant to an offer for all shares having
voting power if the offer was made within one year before the corporate action for
consideration of the same kind and of a value equal to or less than that paid in connection
with the corporate action.
c. “Interested person” means a person, or an affiliate of a person, who at any time during
theone-yearperiodimmediatelyprecedingapprovalbytheboardofdirectorsofthecorporate
action was or had any of the following:
(1) Was the beneficial owner of twenty percent or more of the voting power of the
corporation, other than as owner of excluded shares.
(2) Had the power, contractually or otherwise, other than as owner of excluded shares, to
cause the appointment or election of twenty-five percent or more of the directors to the board
of directors of the corporation.
(3) Was a senior executive or director of the corporation or a senior executive of any
affiliate of the corporation, and that senior executive or director will receive, as a result of
the corporate action, a financial benefit not generally available to other shareholders as such,
other than any of the following:
(a) Employment,consulting,retirement,orsimilarbenefitsestablishedseparatelyandnot
as part of or in contemplation of the corporate action.
(b) Employment, consulting, retirement, or similar benefits established in contemplation
of,oraspartof,thecorporateactionthatarenotmorefavorablethanthoseexistingbeforethe
corporate action or, if more favorable, that have been approved on behalf of the corporation
in the same manner as is provided in section 490.862.
(c) In the case of a director of the corporation who will, in the corporate action, become
a director or governor of the acquiror or any of its affiliates, rights, and benefits as a director
or governor that are provided on the same basis as those afforded by the acquiror generally
to other directors or governors of such entity or such affiliate.
6. “Preferredshares”meansaclassorseriesofshareswhoseholdershavepreferenceover
any other class or series of shares with respect to distributions.
7. “Senior executive” means the chief executive officer, chief operating officer, chief
financial officer, and any individual in charge of a principal business unit or function.
8. “Shareholder” means a record shareholder, a beneficial shareholder, and a voting trust
beneficial owner.