This text of Iowa § 491.112 (Rights of dissenting shareholders) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1.If a shareholder of a corporation which is a party to a merger or consolidation shall
file with such corporation, prior to or at the meeting of shareholders at which the plan of
merger or consolidation is submitted to a vote, a written objection to such plan of merger or
consolidation, and shall not vote in favor thereof, and such shareholder, within twenty days
after the merger or consolidation is effected, shall make written demand on the surviving or
newcorporationforpaymentofthefairvalueoftheshareholder’ssharesasofthedaypriorto
the date on which the vote was taken approving the merger or consolidation, the surviving or
newcorporationshallpaytosuchshareholder, uponsurrenderofthecertificateorcertificates
representing said shares, such fair value thereof. Such demand shall state the nu
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1. If a shareholder of a corporation which is a party to a merger or consolidation shall
file with such corporation, prior to or at the meeting of shareholders at which the plan of
merger or consolidation is submitted to a vote, a written objection to such plan of merger or
consolidation, and shall not vote in favor thereof, and such shareholder, within twenty days
after the merger or consolidation is effected, shall make written demand on the surviving or
newcorporationforpaymentofthefairvalueoftheshareholder’ssharesasofthedaypriorto
the date on which the vote was taken approving the merger or consolidation, the surviving or
newcorporationshallpaytosuchshareholder, uponsurrenderofthecertificateorcertificates
representing said shares, such fair value thereof. Such demand shall state the number and
class of the shares owned by such dissenting shareholder. Any shareholder failing to make
demand within the twenty-day period shall be conclusively presumed to have consented to
the merger or consolidation and shall be bound by the terms thereof.
2. If within thirty days after the date on which such merger or consolidation was effected
the value of such shares is agreed upon between the dissenting shareholder and the surviving
ornewcorporationpaymentthereforshallbemadewithinninetydaysafterthedateonwhich
suchmergerorconsolidationwaseffected, uponthesurrenderofthecertificateorcertificates
representing said shares. Upon payment of the agreed value the dissenting shareholder shall
cease to have any interest in such shares or in the corporation.
3. If within such period of thirty days the shareholder and the surviving or new
corporation do not so agree, then the dissenting shareholder may, within sixty days after
the expiration of the thirty-day period, file a petition in any court of competent jurisdiction
within the state and judicial subdivision thereof in which the registered office or the principal
place of business of the surviving or new corporation is situated, asking for a finding and
determination of the fair value of such shares, and shall be entitled to judgment against
the surviving or new corporation for the amount of such fair value as of the day prior to
the date on which such vote was taken approving such merger or consolidation, together
with interest thereon at the rate of five percent per annum to the date of such judgment.
The action shall be prosecuted as an equitable action and the practice and procedure shall
conform to the practice and procedure in equity cases. The judgment shall be payable
only upon and simultaneously with the surrender to the surviving or new corporation of
the certificate or certificates representing said shares. Upon payment of the judgment, the
dissenting shareholder shall cease to have any interest in such shares, or in the surviving
or new corporation. Such shares may be held and disposed of by the surviving or new
corporation as it may see fit. Unless the dissenting shareholder shall file such petition within
the time herein limited, such shareholder and all persons claiming under the shareholder
shall be conclusively presumed to have approved and ratified the merger or consolidation
and shall be bound by the terms thereof.
4. The right of a dissenting shareholder to be paid the fair value of the shareholder’s
shares as herein provided shall cease if and when the corporation shall abandon the merger
or consolidation.
5. Sharesacquiredbythecorporationpursuanttothepaymentoftheagreedvaluethereof
or to the payment of judgment entered therefor as in this section provided may be held and
disposed of by the corporation as it shall see fit.