Text: HF02196 Text: HF02198 Text: HF02100 - HF02199 Text: HF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 HOUSE FILE 2197 1 2 1 3 AN ACT 1 4 RELATING TO THE DETERMINATION OF FAIR VALUE OF THE SHARES 1 5 OF DISSENTING SHAREHOLDERS OF A BANK OR BANK HOLDING COMPANY. 1 6 1 7 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 1 8 1 9 Section 1. Section 490.1330, Code 1999, is amended by 1 10 adding the following new subsection: 1 11 NEW SUBSECTION. 6. Notwithstanding the provisions of this 1 12 division, if the corporation is a bank holding company as 1 13 defined in section 524.1801, fair value, at the election of 1 14 the bank holding company, may be determined as provided in 1 15 section 524.1406, subsection 3, prior to giving notice under 1 16 section 490.1320 or 490.1322. The fair value as determined 1 17 shall be included in any notice under section 490.1320 or 1 18 490.1322, and section 490.1328 shall not apply. 1 19 Sec. 2. Section 490.1301, subsection 4, Code 1999, is 1 20 amended to read as follows: 1 21 4. "Fair value", with respect to a dissenter's shares, 1 22 means the value of the shares immediately before the 1 23 effectuation of the corporate action to which the dissenter 1 24 objects, excluding any appreciation or depreciation in 1 25 anticipation of the corporate action unless exclusion would be 1 26 inequitable. With respect to a dissenter's shares that are 1 27 the shares of a corporation that is a bank holding company as 1 28 defined in section 524.1801, the factors identified in section 1 29 524.1406, subsection 3, paragraph "a", shall also be 1 30 considered. 1 31 Sec. 3. Section 524.1406, subsection 3, Code Supplement 1 32 1999, is amended to read as follows: 1 33 3. a. Notwithstanding any contrary provision in chapter 1 34 490, division XIII, in determining the fair value of the 1 35 shareholder's sharesunder this sectionof a bank organized 2 1 under this chapter or a bank holding company as defined in 2 2 section 524.1801 in a transaction or event in which the 2 3 shareholder is entitled to the rights and remedies of a 2 4 dissenting shareholder, due consideration shall be given to 2 5 valuationissues acknowledged and authorized by the Internal2 6Revenue Code, as defined in section 422.3factors recognized 2 7 for federal and estate tax purposes, including discounts for 2 8 minority interests and discounts for lack of marketability. 2 9 However, any payment made to dissenting shareholders under 2 10 section 490.1325 shall be in an amount not less than the 2 11 stockholders' equity in the bank disclosed in its last 2 12 statement of condition filed under section 524.220 or the 2 13 total equity capital of the bank holding company disclosed in 2 14 the most recent report filed by the bank holding company with 2 15 the board of governors of the federal reserve system, divided 2 16 by the number of shares outstanding. 2 17 b. Prior to giving notice of a meeting at which a 2 18 shareholder of a bank organized under this chapter or a bank 2 19 holding company as defined in section 524.1801 would be 2 20 entitled toassert dissenter's rights, a bankthe rights and 2 21 remedies of a dissenting shareholder, such bank or bank 2 22 holding company may seek a declaratory judgment to establish 2 23 the fair value for purposes of section 490.1301, subsection 4, 2 24 of shares held by such shareholderswho would have a right to2 25dissent. Another cause of action or a counterclaim shall not 2 26 be joined with such a declaratory action. A declaratory 2 27 judgment shall be filed in the county where thebank's2 28 principal place of business of the bank or bank holding 2 29 company is located. The court shall appoint an attorney to 2 30 represent minority shareholders. All shareholders of the bank 2 31 or bank holding company shall be served with notice of the 2 32 action and be advised of the name, address, and telephone 2 33 number of the attorney appointed to represent minority 2 34shareholder interestsshareholders. The attorney appointed to 2 35 represent minority shareholders shall select an appraiser to 3 1 give an opinion of the fair value of such shares. The bank or 3 2 bank holding company may select an appraiser to give an 3 3 opinion on the fair valueand the attorney shall select an3 4appraiser to give an opinion on fair valueof the shares of 3 5 the bank or bank holding company. Any shareholder may 3 6 participate individually and present evidence of the fair 3 7 value of such shareholder's shares. All court costs, 3 8 appraiser's fees, and the fees and expenses of the attorney 3 9 appointed to represent the minority shareholders shall be 3 10 assessed against the bank or the bank holding company. A 3 11 judgment in the action shall not determine fair value for a 3 12 share to be less than the stockholders' equity in the bank 3 13 disclosed in its last statement of condition filed under 3 14 section 524.220 or the total equity capital of the bank 3 15 holding company disclosed in the most recent report filed by 3 16 the bank holding company with the board of governors of the 3 17 federal reserve system, divided by the number of shares 3 18 outstanding. A final judgment in the action shall establish 3 19 fair value for the purposes of chapter 490, division XIII and 3 20 shall be disclosed to the shareholders in the notice to 3 21 shareholders of the meeting to approve the transaction that 3 22 gives rise to dissenters' rights. If the proposed transaction 3 23 is approved by the shareholders, upon consummation of the 3 24 proposed transaction the fair value so established shall be 3 25 paid toall shareholderseach shareholder entitled to payment 3 26 fortheirthe shareholder's shares upon receipt of such 3 27shareholders'shareholder's share certificates. 3 28 3 29 3 30 3 31 BRENT SIEGRIST 3 32 Speaker of the House 3 33 3 34 3 35 4 1 MARY E. KRAMER 4 2 President of the Senate 4 3 4 4 I hereby certify that this bill originated in the House and 4 5 is known as House File 2197, Seventy-eighth General Assembly. 4 6 4 7 4 8 4 9 ELIZABETH ISAACSON 4 10 Chief Clerk of the House 4 11 Approved , 2000 4 12 4 13 4 14 4 15 THOMAS J. VILSACK 4 16 Governor
Text: HF02196 Text: HF02198 Text: HF02100 - HF02199 Text: HF Index Bills and Amendments: General Index Bill History: General Index
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