Text: HF00444 Text: HF00446 Text: HF00400 - HF00499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN
1 1 HOUSE FILE 445
1 2
1 3 AN ACT
1 4 RELATING TO THE RIGHTS OF A DISSENTING SHAREHOLDER OF A STATE
1 5 BANK.
1 6
1 7 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:
1 8
1 9 Section 1. Section 524.1406, Code 1999, is amended by
1 10 adding the following new subsection:
1 11 NEW SUBSECTION. 3. a. Notwithstanding any contrary
1 12 provision in chapter 490, division XIII, in determining the
1 13 fair value of the shareholder's shares under this section, due
1 14 consideration shall be given to valuation issues acknowledged
1 15 and authorized by the Internal Revenue Code, as defined in
1 16 section 422.3, including discounts for minority interests and
1 17 discounts for lack of marketability.
1 18 b. If, prior to giving notice of a meeting at which a
1 19 shareholder would be entitled to assert dissenter's rights, a
1 20 bank may seek a declaratory judgment to establish the fair
1 21 value for purposes of section 490.1301, subsection 4, of
1 22 shares held by shareholders who would have a right to dissent.
1 23 Another cause of action or a counterclaim shall not be joined
1 24 with such a declaratory action. A declaratory judgment shall
1 25 be filed in the county where the bank's principal place of
1 26 business is located. The court shall appoint an attorney to
1 27 represent minority shareholders. All shareholders of the bank
1 28 shall be served with notice of the action and be advised of
1 29 the name, address, and telephone number of the attorney
1 30 appointed to represent minority shareholder interests. The
1 31 bank may select an appraiser to give an opinion on fair value
1 32 and the attorney shall select an appraiser to give an opinion
1 33 on fair value. Any shareholder may participate individually
1 34 and present evidence of the fair value of such shareholder's
1 35 shares. All court costs, appraiser's fees, and the fees and
2 1 expenses of the attorney shall be assessed against the bank.
2 2 A judgment in the action shall not determine fair value for a
2 3 share to be less than the stockholders' equity in the bank in
2 4 its last statement of condition filed under section 524.220
2 5 divided by the number of shares outstanding. A final judgment
2 6 in the action shall establish fair value for the purposes of
2 7 chapter 490, division XIII and shall be disclosed to the
2 8 shareholders in the notice to shareholders of the meeting to
2 9 approve the transaction that gives rise to dissenters' rights.
2 10 If the proposed transaction is approved by the shareholders,
2 11 upon consummation of the proposed transaction the fair value
2 12 so established shall be paid to all shareholders entitled to
2 13 payment for their shares upon receipt of such shareholders'
2 14 share certificates.
2 15
2 16
2 17
2 18 RON J. CORBETT
2 19 Speaker of the House
2 20
2 21
2 22
2 23 MARY E. KRAMER
2 24 President of the Senate
2 25
2 26 I hereby certify that this bill originated in the House and
2 27 is known as House File 445, Seventy-eighth General Assembly.
2 28
2 29
2 30
2 31 ELIZABETH ISAACSON
2 32 Chief Clerk of the House
2 33 Approved , 1999
2 34
2 35
3 1
3 2 THOMAS J. VILSACK
3 3 Governor
Text: HF00444 Text: HF00446 Text: HF00400 - HF00499 Text: HF Index Bills and Amendments: General Index Bill History: General Index
© 1999 Cornell College and League of Women Voters of Iowa
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