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Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 362

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  362.740.  Finding and report of appraisers — compensation — notice to be given by clerk of court — minority discount. — 1.  The appraisers so appointed and qualified shall meet at the time and place so designated by the court or judge, and shall proceed to ascertain and determine the reasonable cash value of the shares of stock of the respective dissenting stockholders at the time of the merger or consolidation.  For this purpose each of the appraisers may administer oaths and the appraisers may hear testimony offered by any party to the proceeding.  At the conclusion of the hearing the appraisers shall forthwith determine the value of the shares of stock of each of the dissenting stockholders to the proceeding which shall not be less than the current book value of said stock.  The concurrence of at least two of the appraisers shall be necessary to constitute a finding by the appraisers.  The report of the appraisers shall be in writing, signed and acknowledged by at least two of them, and filed with the clerk of the court in which the proceeding is pending, together with their qualifying affidavits.  The court may fix the compensation to be awarded appraisers, which compensation shall be taxed as costs in the case.  The clerk of the court shall, upon the filing of the award or finding by the appraisers, notify each of the parties or their attorneys of record of the filing of the report.

  2.  To determine the reasonable value of the stock at the time of the merger, consolidation or reverse stock split, such appraisers shall value such stock to include consideration of a minority discount to reflect that these minority shareholders' lack of control over corporate decision making and a marketability discount to reflect the fact that a ready market does not exist for such stock, except as otherwise provided in this section.

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(L. 1967 p. 445, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.900)


---- end of effective   28 Aug 2000 ----

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