§ 499.66 — Value determined

Iowa § 499.66

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

Text

1. As used in this section:
a. “Dissenting member” means a voting member who votes in opposition to the plan of
mergerorconsolidationandwhomakesademandforpaymentofthefairvalueundersection
499.65.
b. “Old association” means the association in which the member owns or owned a
membership.
c. “New association” means the surviving or new association after the merger or
consolidation.
d. “Issueprice” means the amount paid for an interest in the old association or the amount
stated in a notice of allocation of patronage dividends.
e. “Fair market value” means the cash price that would be paid by a willing buyer to a
willing seller, neither being under any compulsion to buy or sell.
2. a. Withintwentydaysafterthemergerorconsolidationiseffected, thenewassociation
shall make a written offer to each dissenting member to pay a specified sum deemed by the
newassociationtobethefairvalueofthatdissentingmember’sinterestintheoldassociation.
This offer shall be accompanied by a balance sheet of the old association as of the latest
available date, a profit and loss statement of the old association for the twelve-month period
ending on the date of this balance sheet, and a list of the dissenting member’s interests in
the old association. If the dissenting member does not agree that the sum stated in this
notice represents the fair value of the member’s interest, then the member may file a written
objectionwiththenewassociationwithintwentydaysafterreceivingthisnotice. Adissenting
member who fails to file this objection within the twenty-day period is conclusively presumed
to have consented to the fair value stated in the notice.
b. If the surviving or new association receives any objections to fair values, then within
ninety days after the merger or consolidation is effected, the new association shall file a
petition in the Iowa district court asking for a finding and determination of the fair value of
each type of equity. The action shall be prosecuted as an equitable action.
c. The fair value of a dissenting member’s interest in the old association shall be
determined as of the day preceding the merger or consolidation by taking the lesser of either
the issue price of the dissenting member’s membership, common stock, deferred patronage
dividends, andpreferredstock, ortheamountdeterminedbysubtractingtheoldassociation’s
debts from the fair market value of the old association’s assets, dividing the remainder by the
total issue price of all memberships, common stock, preferred stock, and revolving funds,
and then multiplying the quotient from this equation by the total issue price of a dissenting
member’s membership, common stock, preferred stock, and revolving fund interest.
3. The new association shall pay to each dissenting member in cash within sixty days
after the merger or consolidation the amount paid in cash by the dissenting member for that
member’sinterestintheoldassociation. Thenewassociationshallpaytheremainderofeach
dissenting member’s fair value in ten annual equal payments. The final payment must be
made not later than fifteen years after the merger or consolidation. The value of the deferred
patronage dividends and preferred stock shall be considered a liability of the new association
as reflected in the accounts of the new association until the value of the patronage dividends
or preferred stock is paid in full to the dissenting member. A dissenting member who is a
natural person who dies before receiving the fair value shall have all of the person’s fair value
paid with the same priority as if the person was a member at the time of death.

Legislative History

[C71, 73, 75, 77, 79, 81, §499.66]