351.405. Rights of dissenting shareholder--sale or exchange of assets.
Rights of dissenting shareholder--sale or exchange of assets.
351.405. 1. In the event that a sale or exchange of allor substantially all of the property and assets of acorporation, otherwise than in the usual and regular course ofits business, is authorized by a vote of the shareholders of thecorporation, except as provided in subsection 6 of this section,any shareholder who shall not have voted in favor thereof andwho at or prior to the meeting at which said sale or exchange issubmitted to a vote shall file with the corporation writtenobjection thereto may, within twenty days after the vote wastaken, make written demand on the corporation for the payment tohim of the fair value of his shares as of the day prior to thedate on which the vote was taken authorizing the sale orexchange. Such demand shall state the number and class of theshares owned by such dissenting shareholder. Any shareholderfailing to make demand within the twenty-day period shall beconclusively presumed to have consented to the sale or exchangeand shall be bound by the terms thereof.
2. If, within thirty days after the date on which such votewas taken, the value of such shares is agreed upon between thedissenting shareholder and the corporation, the corporationshall make payment of the agreed value within ninety days afterthe date on which the vote was taken authorizing the sale orexchange, upon the surrender of his certificate or certificatesrepresenting said shares. Upon payment of the agreed value, thedissenting shareholder shall cease to have any interest in suchshares or in the corporation.
3. If within such period of thirty days the shareholder andthe corporation do not so agree, then the dissenting shareholdermay, within sixty days after the expiration of the thirty-dayperiod, file a petition in any court of competent jurisdictionwithin the county in which the registered office of thecorporation is situated asking for a finding and determinationof the fair value of such shares, and shall be entitled tojudgment against the corporation for the amount of such fairvalue as of the day prior to the date on which such vote wastaken, together with interest thereon to the date of suchjudgment. The judgment shall be payable only upon andsimultaneously with the surrender to the corporation of thecertificate or certificates representing said shares. Upon thepayment of the judgment, the dissenting shareholder shall ceaseto have any interest in such shares or in the corporation.Unless the dissenting shareholder shall file such petitionwithin the time herein limited, such shareholder and all personsclaiming under him shall be conclusively presumed to haveapproved and ratified the sale or exchange and shall be bound bythe terms thereof.
4. The rights of a dissenting shareholder to be paid thefair value of his shares as herein provided shall cease if andwhen the corporation shall abandon the sale or exchange or theshareholders shall revoke the authority to make such sale orexchange.
5. Shares acquired by the corporation pursuant to thepayment of the agreed value thereof or to the payment ofjudgment entered therefor, as in this section provided, may beheld and disposed of by the corporation as it shall see fit.
6. This section shall not apply to any sale, exchange orother disposition of assets of a corporation authorized by avote of the shareholders of the corporation if, prior to or inconnection with such authorization, the shareholders haveconsented to or approved the voluntary dissolution of thecorporation pursuant to section 351.464 or 351.466, if the sale,exchange or other disposition is made in liquidation of thecorporation's business and affairs as provided in section351.476.
(L. 1943 p. 410 § 73, A.L. 1979 S.B. 216, A.L. 1990 H.B. 1432)