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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

previous next Effective - 28 Aug 1990bottom

  351.790.  Court action to compel purchase. — 1.  If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located.  The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding.  The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

  2.  The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in section 351.860 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.

  3.  After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

  4.  If the corporation or other purchaser does not make a payment required by the court's order within thirty days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.

  5.  A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.

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(L. 1990 H.B. 1432)


---- end of effective   28 Aug 1990 ----

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