Iowa Code
Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT
Section 491.112 - Rights of dissenting shareholders.

491.112 Rights of dissenting shareholders.
1. If a shareholder of a corporation which is a party to a merger or consolidation shall file with such corporation, prior to or at the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, a written objection to such plan of merger or consolidation, and shall not vote in favor thereof, and such shareholder, within twenty days after the merger or consolidation is effected, shall make written demand on the surviving or new corporation for payment of the fair value of the shareholder’s shares as of the day prior to the date on which the vote was taken approving the merger or consolidation, the surviving or new corporation shall pay to such shareholder, upon surrender of the certificate or certificates representing said shares, such fair value thereof. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder failing to make demand within the twenty-day period shall be conclusively presumed to have consented to the merger or consolidation and shall be bound by the terms thereof.
2. If within thirty days after the date on which such merger or consolidation was effected the value of such shares is agreed upon between the dissenting shareholder and the surviving or new corporation payment therefor shall be made within ninety days after the date on which such merger or consolidation was effected, upon the surrender of the certificate or certificates representing said shares. Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in such shares or in the corporation.
3. If within such period of thirty days the shareholder and the surviving or new corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the state and judicial subdivision thereof in which the registered office or the principal place of business of the surviving or new corporation is situated, asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the surviving or new corporation for the amount of such fair value as of the day prior to the date on which such vote was taken approving such merger or consolidation, together with interest thereon at the rate of five percent per annum to the date of such judgment. The action shall be prosecuted as an equitable action and the practice and procedure shall conform to the practice and procedure in equity cases. The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new corporation of the certificate or certificates representing said shares. Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares, or in the surviving or new corporation. Such shares may be held and disposed of by the surviving or new corporation as it may see fit. Unless the dissenting shareholder shall file such petition within the time herein limited, such shareholder and all persons claiming under the shareholder shall be conclusively presumed to have approved and ratified the merger or consolidation and shall be bound by the terms thereof.
4. The right of a dissenting shareholder to be paid the fair value of the shareholder’s shares as herein provided shall cease if and when the corporation shall abandon the merger or consolidation.
5. Shares acquired by the corporation pursuant to the payment of the agreed value thereof or to the payment of judgment entered therefor as in this section provided may be held and disposed of by the corporation as it shall see fit.
[C50, 54, 58, 62, 66, 71, 73, 75, 77, 79, 81, §491.112]
2016 Acts, ch 1011, §121
Referred to in §9.11

Structure Iowa Code

Iowa Code

Title XII - BUSINESS ENTITIES

Chapter 491 - CORPORATIONS FOR PECUNIARY PROFIT

Section 491.1 - Who may incorporate.

Section 491.2 - Single person.

Section 491.3 - Powers.

Section 491.4 - Index book.

Section 491.5 - Articles adopted and filed — recording.

Section 491.5A - Secretary of state — extra services — surcharge.

Section 491.6 - Filing or refusal to file.

Section 491.7 - Question of legality submitted.

Section 491.8 - Action on opinion.

Section 491.9 - Submission to executive council.

Section 491.10 - Interpretative clause.

Section 491.11 - Incorporation fee.

Section 491.12 - Exemption from fee.

Section 491.13 - Place of business.

Section 491.14 - Custody of office — business maintained.

Section 491.15 - Service of original notice — secretary of state.

Section 491.16 - Indemnification of officers, directors, employees, and agents — insurance.

Section 491.16A - Directors and officers — duties and liabilities.

Section 491.17 - Remote participation in meetings of shareholders.

Section 491.18 - Proof of publication — filing.

Section 491.19 - Commencement of business.

Section 491.20 - Amendments — fees.

Section 491.21 - Signing and acknowledging of amendments.

Section 491.22 - Individual property liable.

Section 491.23 - Dissolution — filing a statement with secretary of state.

Section 491.24 - Duration.

Section 491.25 - Renewal — conditions.

Section 491.26 - Stock of dissenting holders.

Section 491.27 - Execution of renewal — record required.

Section 491.28 - Filing with secretary of state — fees — certificate of renewal.

Section 491.29 - Erroneous certificate — correction.

Section 491.30

Section 491.31

Section 491.32 - Notice of renewal — publication.

Section 491.33 - Foreign insurance companies becoming domestic.

Section 491.36 - Foreign-trade zone corporation.

Section 491.38 - Consolidation of interstate bridge companies.

Section 491.39 - Legislative control.

Section 491.40 - Fraud — penalty for.

Section 491.41 - Diversion of funds — unlawful dividends.

Section 491.42 - Forfeiture.

Section 491.43 - Keeping false accounts.

Section 491.46 - Books to show names of stockholders.

Section 491.47 - Names exhibited at meetings.

Section 491.48 - Stock certificates — signing.

Section 491.50 - Examination by stockholder.

Section 491.54 - Liability of collateral holder.

Section 491.55 - Right to vote stock — attachment.

Section 491.56 - Expiration and closing of business.

Section 491.57 - Sinking fund and loaning thereof.

Section 491.58 - Liability of stockholders.

Section 491.59 - Levy on private property.

Section 491.60 - Suit by creditor — measure of recovery.

Section 491.61 - Corporate property exhausted.

Section 491.62 - Indemnity — contribution.

Section 491.63 - Franchise sold on execution.

Section 491.64 - Production of books.

Section 491.65 - Estoppel.

Section 491.66 - Dissolution — receivership.

Section 491.68 - False statements or pretenses.

Section 491.101 - Definitions.

Section 491.101A - Poison pill defense authorized.

Section 491.101B - Consideration of community interests in consideration of acquisition proposals.

Section 491.102 - Procedure for merger.

Section 491.103 - Procedure for consolidation.

Section 491.104 - Meetings of shareholders.

Section 491.105 - Approval by shareholders.

Section 491.106 - Articles of merger or consolidation.

Section 491.107 - Filing articles of merger or consolidation.

Section 491.108 - Effective date of merger or consolidation.

Section 491.109 - Notice.

Section 491.110 - Effect of merger or consolidation.

Section 491.111 - Merger or consolidation of domestic and foreign corporations.

Section 491.112 - Rights of dissenting shareholders.

Section 491.113 - Issuance of stock.

Section 491.114 - Amana stock.