351.785. Exercise of compulsory purchase right.
Exercise of compulsory purchase right.
351.785. 1. A person entitled and desiring to exercisethe compulsory purchase right described in section 351.780 shalldeliver a written notice to the corporation, within one hundredtwenty days after the death of the shareholder, describing thenumber and class or series of shares beneficially owned by thedecedent and requesting that the corporation offer to purchasethe shares.
2. Within twenty days after the effective date of thenotice, the corporation shall call a special shareholders'meeting to be held not more than forty days after the call, todecide whether the corporation should offer to purchase theshares. A purchase offer shall be approved by the affirmativevote of the holders of a majority of votes entitled to be castat the meeting, excluding votes in respect to the shares coveredby the notice.
3. The corporation shall deliver a purchase offer to theperson requesting it within seventy-five days after theeffective date of the request notice. A purchase offer shall beaccompanied by the corporation's balance sheet as of the end ofa fiscal year ending not more than sixteen months before theeffective date of the request notice, an income statement forthat year, a statement of changes in shareholders' equity forthat year, and the latest available interim financialstatements, if any. The person shall accept the purchase offerin writing within fifteen days after receiving it or the offeris rejected.
4. A corporation agreeing to purchase shares under thissection may allocate some or all of the shares to one or more ofits shareholders or to other persons if all the shareholdersvoting in favor of the purchase offer approve the allocation.If the corporation has more than one class or series of shares,however, the remaining holders of the class or series of sharesbeing purchased are entitled to a first option to purchase theshares not purchased by the corporation in proportion to theirshareholdings or in some other proportion agreed to by all theshareholders participating in the purchase.
5. If price and other terms of a compulsory purchase ofshares are fixed or are to be determined by the articles ofincorporation, bylaws, or a written agreement, the price andterms so fixed or determined govern the compulsory purchaseunless the purchaser defaults, in which event the seller isentitled to commence a proceeding for dissolution under theprovisions of section 351.790.
(L. 1990 H.B. 1432)