§ 499.47D — Consideration of acquisition proposals — community interests

Iowa § 499.47D

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 499: COOPERATIVE ASSOCIATIONS

Text

1. A director, in determining what is in the best interest of the association when
considering a tender offer or proposal of acquisition, proposal of merger, proposal of
consolidation, or similar proposal, may, in addition to consideration of the effects of any
action on the association and its members, consider any or all of the community interest
factors described in section 499.36A.
2. Ifonthebasisofthecommunityinterestfactorsdescribedinsection499.36A,theboard
of directors determines that a tender offer or proposal to acquire, merge, or consolidate the
association or any similar proposal is not in the best interest of the association, it may reject
thetenderofferorproposal. Iftheboardofdirectorsrejectsanysuchtenderofferorproposal,
the board of directors has no obligation to facilitate, to remove any barriers to, or to refrain
from impeding the tender offer or proposal. Consideration of any or all of the community
interest factors is not a violation of the business judgment rule or of any duty of the director
to the members, or a group of members, even if the director reasonably determines that a
communityinterestfactororfactorsoutweighthefinancialorotherbenefitstotheassociation
or a member or group of members.