362.740. Finding and report of appraisers--compensation--notice to be given by clerk of court--minority discount.
Finding and report of appraisers--compensation--notice to be givenby clerk of court--minority discount.
362.740. 1. The appraisers so appointed and qualified shall meet atthe time and place so designated by the court or judge, and shall proceedto ascertain and determine the reasonable cash value of the shares of stockof the respective dissenting stockholders at the time of the merger orconsolidation. For this purpose each of the appraisers may administeroaths and the appraisers may hear testimony offered by any party to theproceeding. At the conclusion of the hearing the appraisers shallforthwith determine the value of the shares of stock of each of thedissenting stockholders to the proceeding which shall not be less than thecurrent book value of said stock. The concurrence of at least two of theappraisers shall be necessary to constitute a finding by the appraisers.The report of the appraisers shall be in writing, signed and acknowledgedby at least two of them, and filed with the clerk of the court in which theproceeding is pending, together with their qualifying affidavits. Thecourt may fix the compensation to be awarded appraisers, which compensationshall be taxed as costs in the case. The clerk of the court shall, uponthe filing of the award or finding by the appraisers, notify each of theparties or their attorneys of record of the filing of the report.
2. To determine the reasonable value of the stock at the time of themerger, consolidation or reverse stock split, such appraisers shall valuesuch stock to include consideration of a minority discount to reflect thatthese minority shareholders' lack of control over corporate decision makingand a marketability discount to reflect the fact that a ready market doesnot exist for such stock, except as otherwise provided in this section.
(L. 1967 p. 445, A.L. 2000 S.B. 896)(Source: RSMo 1959 § 363.900)