180.1330 Court action.
(1) If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose interests were acquired by the foreign corporation.
(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14.
(4) The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(5) Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:
(a) The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation.
(b) The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenter's notice under s. 180.1322 (2) (c), for which the corporation elected to withhold payment under s. 180.1327.
History: 1989 a. 303; 2021 a. 258.
Because this section does not provide for different procedures, all procedural mechanisms under chs. 801 to 847 are available in an action under this section. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.
Subs. (2) and (4) establish a rule of venue applicable within Wisconsin's judicial system and do not attempt to block corporations from using federal diversity jurisdiction. Albert Trostel & Son v. Edward Notz, 679 F.3d 627 (2012).
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 180 - Business corporations.
180.0112 - Delivery of a record.
180.0120 - Filing requirements.
180.0122 - Filing and service fees.
180.0123 - Effective date and time.
180.0124 - Correcting filed document.
180.0125 - Filing duty of department of financial institutions.
180.0126 - Appeal from department of financial institutions' refusal to file document.
180.0127 - Evidentiary effect of copy of filed document.
180.0128 - Confirmation of status.
180.0129 - Penalty for false document.
180.0142 - Number of shareholders.
180.0143 - Withdrawal of filed documents before effectiveness.
180.0144 - Relation to electronic signatures in global and national commerce act.
180.0145 - Forum selection provisions.
180.0202 - Articles of incorporation.
180.0205 - Organization of corporation.
180.0304 - Lack of corporate power.
180.0402 - Reservation of name.
180.0403 - Registration of name.
180.0501 - Registered office and registered agent.
180.0502 - Change of registered office or registered agent.
180.0503 - Resignation of registered agent.
180.0504 - Service on corporation.
180.0602 - Terms of class or series determined by board of directors.
180.0603 - Issued and outstanding shares.
180.0620 - Subscription for shares.
180.0621 - Issuance of shares.
180.0622 - Liability of shareholders, transferees and others.
180.0624 - Share rights, options and warrants.
180.0625 - Form and content of certificates.
180.0626 - Shares without certificates.
180.0627 - Restriction on transfer of shares and other securities.
180.0628 - Expense of issuing shares.
180.0631 - Corporation's acquisition of its own shares.
180.0640 - Distributions to shareholders.
180.0703 - Court-ordered meeting.
180.0704 - Action without meeting.
180.0706 - Waiver of and exemption from notice.
180.0708 - Conduct of meeting.
180.0709 - Remote participation in shareholders' meeting.
180.0720 - Shareholders' list for meeting.
180.0721 - Voting entitlement of shares.
180.0723 - Shares held by nominees.
180.0724 - Acceptance of instruments showing shareholder action.
180.0725 - Quorum and voting requirements for voting groups.
180.0726 - Action by single and multiple voting groups.
180.0727 - Greater or lower quorum or greater voting requirements.
180.0728 - Voting for directors; cumulative voting.
180.0740 - Definitions applicable to ss. 180.0740 to 180.0747.
180.0743 - Stay of proceedings.
180.0745 - Discontinuance or settlement.
180.0746 - Payment of expenses.
180.0747 - Applicability to foreign corporations.
180.0801 - Requirement for and duties of board of directors.
180.0802 - Qualifications of directors.
180.0803 - Number and election of directors.
180.0804 - Election of directors by certain classes of shareholders.
180.0805 - Terms of directors generally.
180.0806 - Staggered terms of directors.
180.0807 - Resignation of directors.
180.0808 - Removal of directors by shareholders.
180.0809 - Removal of directors by judicial proceeding.
180.0811 - Compensation of directors.
180.0821 - Action without meeting.
180.0826 - Reliance by directors or officers.
180.0827 - Consideration of interests in addition to shareholders' interests.
180.0828 - Limited liability of directors.
180.0831 - Director conflict of interest.
180.0832 - Loans to directors.
180.0833 - Liability for unlawful distributions.
180.0841 - Duties of officers.
180.0843 - Resignation and removal of officers.
180.0844 - Contract rights of officers.
180.0850 - Definitions applicable to indemnification and insurance provisions.
180.0851 - Mandatory indemnification.
180.0852 - Corporation may limit indemnification.
180.0853 - Allowance of expenses as incurred.
180.0854 - Court-ordered indemnification.
180.0855 - Determination of right to indemnification.
180.0856 - Indemnification and allowance of expenses of employees and agents.
180.0858 - Additional rights to indemnification and allowance of expenses.
180.0859 - Indemnification and insurance against securities law claims.
180.0860 - Statements of changes in directors or principal.
180.1001 - Authority to amend articles of incorporation.
180.1002 - Amendment of articles of incorporation by board of directors.
180.1003 - Amendment of articles of incorporation by board of directors and shareholders.
180.1004 - Voting on amendments by voting groups.
180.1005 - Amendment before issuance of shares.
180.1006 - Articles of amendment.
180.1007 - Restated articles of incorporation.
180.1008 - Amendment pursuant to reorganization.
180.1009 - Effect of amendment.
180.1020 - Amendment of bylaws by board of directors or shareholders.
180.1021 - Bylaw fixing quorum or voting requirements for shareholders.
180.1022 - Bylaw fixing quorum or voting requirements for directors.
180.11001 - Relationship of subchapter to other laws.
180.11004 - Reference to external facts.
180.1102 - Interest exchange authorized.
180.11021 - Plan of interest exchange.
180.11031 - Approval of merger or interest exchange; amendment; abandonment.
180.1104 - Merger of subsidiary or parent.
180.11045 - Merger of indirect wholly owned subsidiary or parent.
180.1105 - Articles of merger or interest exchange.
180.1106 - Effect of merger or interest exchange.
180.1130 - Definitions applicable to ss. 180.1130 to 180.1134.
180.1133 - Other requirements for greater votes.
180.1134 - Actions during take-over offer.
180.1140 - Definitions applicable to business combination provisions.
180.1141 - Restrictions on business combinations.
180.1142 - Determining market value and control.
180.1143 - Exclusions from business combination restrictions.
180.1144 - Relationship to other laws.
180.1150 - Control share voting restrictions.
180.1171 - Domestication authorized.
180.1172 - Plan of domestication.
180.1173 - Approval of domestication; amendment; abandonment.
180.1174 - Filings required for domestication; effective date.
180.1175 - Effect of domestication.
180.1202 - Sale of assets other than in regular course of business.
180.1303 - Dissent by shareholders and beneficial shareholders.
180.1320 - Notice of dissenters' rights.
180.1321 - Notice of intent to demand payment.
180.1322 - Dissenters' notice.
180.1323 - Duty to demand payment.
180.1324 - Restrictions on uncertificated shares.
180.1326 - Failure to take action.
180.1327 - After-acquired shares.
180.1328 - Procedure if dissenter dissatisfied with payment or offer.
180.1331 - Court costs and counsel fees.
180.1401 - Dissolution before issuance of shares.
180.1402 - Dissolution by board of directors and shareholders.
180.1403 - Articles of dissolution for dissolution under s. 180.1402.
180.1404 - Revocation of dissolution.
180.1405 - Effect of dissolution.
180.1406 - Known claims against dissolved corporation.
180.1407 - Claims against dissolved corporation generally.
180.1420 - Grounds for administrative dissolution.
180.1421 - Procedure for and effect of administrative dissolution.
180.1422 - Reinstatement following administrative dissolution.
180.1423 - Appeal from denial of reinstatement.
180.1430 - Grounds for judicial dissolution.
180.1431 - Procedure for judicial dissolution.
180.1433 - Decree of dissolution.
180.1440 - Delivery to secretary of revenue.
180.1501 - Authority to transact business required.
180.1502 - Consequences of transacting business without authority.
180.1503 - Application for certificate of authority.
180.1504 - Amended certificate of authority.
180.1505 - Effect of certificate of authority.
180.1506 - Corporate name of foreign corporation.
180.1507 - Registered office and registered agent of foreign corporation.
180.1508 - Change of registered office or registered agent of foreign corporation.
180.1509 - Resignation of registered agent of foreign corporation.
180.1510 - Service on foreign corporation.
180.1520 - Withdrawal of foreign corporation.
180.1530 - Grounds for revocation.
180.1531 - Procedure for and effect of revocation.
180.1532 - Appeal from revocation.
180.1602 - Inspection of records by shareholders.
180.1603 - Scope of inspection right.
180.1604 - Court-ordered inspection.
180.1620 - Financial statements for shareholders.
180.1622 - Annual report for department of financial institutions.
180.1703 - Application to domestic corporations.
180.1704 - Application to foreign corporations.
180.1705 - Existing preemptive rights preserved.
180.1706 - Certain voting requirements preserved.
180.1707 - Certain class voting rights preserved.
180.1708 - Applicability of various provisions.
180.1805 - Share transfer restrictions.
180.1807 - Transfer after corporation's first refusal.
180.1809 - Notice of statutory close corporation status.
180.1811 - Transfer of shares in breach of transfer restrictions.
180.1813 - Merger, interest exchange, and sale of assets.
180.1815 - Termination of statutory close corporation status.
180.1817 - Effect of termination of statutory close corporation status.
180.1819 - Payment for shares.
180.1821 - Election not to have a board of directors.
180.1823 - Agreements among shareholders.
180.1824 - Irrevocable proxies.
180.1829 - Shareholder sale option at death.
180.1831 - Shareholder option to dissolve corporation.
180.1833 - Power of court to grant relief.
180.1834 - Greater quorum or voting requirements.
180.1837 - Officers; execution of documents.
180.1903 - Formation of service corporation.
180.1905 - Business corporation law applicable.
180.1909 - Filing articles of incorporation.
180.1911 - Participants; conflict of interest.
180.1913 - Alternative incorporation by one or 2 persons.
180.1915 - Professional relationships and liability.
180.1919 - Continuity; dissolution; stock transfer or redemption.