362.730. Dissenting stockholder may receive reasonable value of his or her stock--limitation, petition, hearing, appointment of appraisers.
Dissenting stockholder may receive reasonable value of his or herstock--limitation, petition, hearing, appointment of appraisers.
362.730. 1. If any merger or consolidation takes effect pursuant tothe provisions of sections 362.610 to 362.810, or in the event of a reversestock split pursuant to the provisions of section 362.325 which results inthe elimination of the stock ownership of a holder, then the holder of anystock, with or without voting rights, of any corporation which is a partyto the agreement in case of merger or consolidation, or of a corporationwhich has effected a reverse stock split, who dissents by not voting infavor of the agreement to merge or consolidate at the stockholders' meetingaforesaid or for the reverse stock split shall be entitled to receive fromthe surviving corporation the reasonable value of his or her stock at thetime of the merger, consolidation or reverse stock split, which value shallbe determined in the following manner:
(1) Within sixty days after the taking effect of the merger,consolidation or reverse stock split, the dissenting stockholder may applyto the circuit court of the county wherein the principal place of businessof the surviving corporation is located, by petition for the appointment ofappraisers to value his or her stock in existence at the time of themerger, consolidation or reverse stock split;
(2) At any time during the above-named sixty days any otherdissenting stockholder or stockholders meeting the requirements of thissubsection may file his or her or their petition in the court wherein theproceeding is pending for the determination of the value of theirrespective shares of stock affected by the merger, consolidation or reversestock split;
(3) Any stockholder who does not become a party to such proceedingwithin the time herein prescribed shall be conclusively presumed to haveassented to the merger or consolidation and shall be bound thereby as fullyand as firmly as if he or she had voted therefor. The remedy providedpursuant to the provisions of this section shall be the exclusive remedyfor any dissenting shareholder unless fraud is involved.
2. Within five days after the expiration of the period of sixty days,the court wherein the proceeding is pending shall issue an order in whichit shall fix the time and place of the hearing under the petition orpetitions then pending, which shall not be more than twenty days after theissuance of the order. The court shall cause to be served upon each party,or his or her attorney of record, at least ten days before the hearing, acopy of the order fixing the time and place of hearing. The hearing shallbe before the court, and at the hearing the court shall cause all petitionsfiled in the cause to be consolidated, and if the court finds that each ofthe parties to the proceedings has been notified of the time and place ofhearing at least ten days before the hearing, then the court shall appointthree disinterested persons whom the court determines are qualified toappraise bank stock, not related to either of the parties to theproceeding, as appraisers to ascertain and determine the value of theshares of stock of the dissenting stockholders, and upon the appointment,the court shall fix the time and place of the first meeting of theappraisers; each of the appraisers shall qualify by taking and subscribingan oath that he or she will faithfully and impartially discharge the dutiesimposed upon him and will render a true appraisement of the value of thestock of the dissenting stockholders in the proceeding. Should anyappraiser fail to qualify or serve, the court shall, by an order dulyentered, fill such vacancy.
(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 2000 S.B. 896)(Source: RSMo 1959 § 363.890)
(1997) After the statutory period for requesting valuation has expired, a conclusive presumption exists that the shareholder has assented to the merger. Thornton v. Empire Bank, 955 S.W.2d 249 (Mo.App.S.D.).