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Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 362

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  362.730.  Dissenting stockholder may receive reasonable value of his or her stock — limitation, petition, hearing, appointment of appraisers. — 1.  If any merger or consolidation takes effect pursuant to the provisions of sections 362.610 to 362.810, or in the event of a reverse stock split pursuant to the provisions of section 362.325 which results in the elimination of the stock ownership of a holder, then the holder of any stock, with or without voting rights, of any corporation which is a party to the agreement in case of merger or consolidation, or of a corporation which has effected a reverse stock split, who dissents by not voting in favor of the agreement to merge or consolidate at the stockholders' meeting aforesaid or for the reverse stock split shall be entitled to receive from the surviving corporation the reasonable value of his or her stock at the time of the merger, consolidation or reverse stock split, which value shall be determined in the following manner:

  (1)  Within sixty days after the taking effect of the merger, consolidation or reverse stock split, the dissenting stockholder may apply to the circuit court of the county wherein the principal place of business of the surviving corporation is located, by petition for the appointment of appraisers to value his or her stock in existence at the time of the merger, consolidation or reverse stock split;

  (2)  At any time during the above-named sixty days any other dissenting stockholder or stockholders meeting the requirements of this subsection may file his or her or their petition in the court wherein the proceeding is pending for the determination of the value of their respective shares of stock affected by the merger, consolidation or reverse stock split;

  (3)  Any stockholder who does not become a party to such proceeding within the time herein prescribed shall be conclusively presumed to have assented to the merger or consolidation and shall be bound thereby as fully and as firmly as if he or she had voted therefor.  The remedy provided pursuant to the provisions of this section shall be the exclusive remedy for any dissenting shareholder unless fraud is involved.

  2.  Within five days after the expiration of the period of sixty days, the court wherein the proceeding is pending shall issue an order in which it shall fix the time and place of the hearing under the petition or petitions then pending, which shall not be more than twenty days after the issuance of the order.  The court shall cause to be served upon each party, or his or her attorney of record, at least ten days before the hearing, a copy of the order fixing the time and place of hearing.  The hearing shall be before the court, and at the hearing the court shall cause all petitions filed in the cause to be consolidated, and if the court finds that each of the parties to the proceedings has been notified of the time and place of hearing at least ten days before the hearing, then the court shall appoint three disinterested persons whom the court determines are qualified to appraise bank stock, not related to either of the parties to the proceeding, as appraisers to ascertain and determine the value of the shares of stock of the dissenting stockholders, and upon the appointment, the court shall fix the time and place of the first meeting of the appraisers; each of the appraisers shall qualify by taking and subscribing an oath that he or she will faithfully and impartially discharge the duties imposed upon him and will render a true appraisement of the value of the stock of the dissenting stockholders in the proceeding.  Should any appraiser fail to qualify or serve, the court shall, by an order duly entered, fill such vacancy.

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(L. 1967 p. 445, A.L. 1978 H.B. 1634, A.L. 2000 S.B. 896)

(Source: RSMo 1959 § 363.890)

(1997) After the statutory period for requesting valuation has expired, a conclusive presumption exists that the shareholder has assented to the merger.  Thornton v. Empire Bank, 955 S.W.2d 249 (Mo.App.S.D.).


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

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