Any shareholder not voting in favor of the agreement of consolidation or merger at the meeting prescribed in section 49.37 may, at that meeting, or within 20 days thereafter, object to the consolidation or merger and demand payment for that person's shares. If the consolidation or merger takes effect at any time after this demand, the shareholder may, at any time within 60 days thereafter, apply to the district court in the county wherein is situated the principal place of business of the corporation with which the other or others are consolidated or merged, for the appointment of three persons to appraise the value of that person's shares. The court shall thereupon appoint these appraisers and designate the time and place of their first meeting, with such directions in regard to their proceedings as shall be deemed proper, and also direct the time and manner in which payment shall be made of the value of that person's shares to the shareholder. The appraisers shall meet at the time and place designated, after being duly sworn to discharge their duties honestly and faithfully, make and certify a written estimate of the value of the shares at the time of the appraisal, and deliver one copy to the corporation and another to the shareholder, if demanded. The charges and expenses of the appraisers shall be paid one-half by the shareholder and one-half by the corporation. When the corporation shall have paid the appraised value of the shares, the shares shall be canceled and this shareholder shall cease to be a member of the corporation or to have any interest in the shares or in the corporation or in the corporate property, and the shares may be held and disposed of by the corporation for its own benefit.
(7699-11) 1925 c 156 s 7; 1986 c 444; 1989 c 166 s 16; 2005 c 69 art 1 s 13
Structure Minnesota Statutes
Chapter 49 — Liquidation, Consolidation, Merger
Section 49.013 — Insolvent Financial Institutions; Assignment Prohibited.
Section 49.02 — Assessments On Stock; Stock Unpaid Or Capital Impaired.
Section 49.04 — Involuntary Liquidation Of Financial Institutions.
Section 49.05 — Powers And Duties Of Commissioner On Liquidation.
Section 49.06 — Consolidation During Liquidation.
Section 49.07 — Reorganization During Liquidation.
Section 49.17 — Assessments Against Stockholders; Orders For.
Section 49.18 — Review Of Orders Of Commissioner.
Section 49.19 — Defenses By Stockholders.
Section 49.20 — Remedy Exclusive.
Section 49.215 — Voluntary Liquidations.
Section 49.24 — Procedure In Liquidation.
Section 49.30 — Committee To Complete Liquidation.
Section 49.31 — Committee To Furnish Bonds.
Section 49.32 — Discharge Of Commissioner As Statutory Liquidator.
Section 49.33 — Consolidation And Merger, When Authorized.
Section 49.34 — Consolidation Or Merger Of State Banks Or Trust Companies, Procedure.
Section 49.35 — Consolidation Or Merger Agreement.
Section 49.36 — Approval By Commissioner.
Section 49.37 — Stockholders To Approve; Certificate Of Consolidation Or Merger.
Section 49.38 — Corporate Existence Merged; Rights, Powers, Obligations.
Section 49.39 — Consolidation Or Merger Of Banks And Trust Companies.
Section 49.40 — Pending Actions Or Proceedings Not Affected.
Section 49.41 — Rights Of Dissenting Shareholders.
Section 49.411 — Interstate Bank Mergers Affecting Interstate Branching.
Section 49.43 — State Bank; Conversion, Merger, Consolidation; National Banking Association.
Section 49.44 — National Banking Association; Conversion, Merger, Consolidation; State Bank.