Text: SF02344 Text: SF02346 Text: SF02300 - SF02399 Text: SF Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Section 1. Section 490.1330, Code 1999, is amended by 1 2 adding the following new subsection: 1 3 NEW SUBSECTION. 6. Notwithstanding the provisions of this 1 4 division, if the corporation is a bank holding company as 1 5 defined in section 524.1801, fair value, at the election of 1 6 the bank holding company, may be determined as provided in 1 7 section 524.1406, subsection 3, prior to giving notice under 1 8 section 490.1320 or 490.1322. The fair value as determined 1 9 shall be included in any notice under section 490.1320 or 1 10 490.1322, and section 490.1328 shall not apply. 1 11 Sec. 2. Section 490.1301, subsection 4, Code 1999, is 1 12 amended to read as follows: 1 13 4. "Fair value", with respect to a dissenter's shares, 1 14 means the value of the shares immediately before the 1 15 effectuation of the corporate action to which the dissenter 1 16 objects, excluding any appreciation or depreciation in 1 17 anticipation of the corporate action unless exclusion would be 1 18 inequitable. With respect to a dissenter's shares that are 1 19 the shares of a corporation that is a bank holding company as 1 20 defined in section 524.1801, the factors identified in section 1 21 524.1406, subsection 3, paragraph "a", shall also be 1 22 considered. 1 23 Sec. 3. Section 524.1406, subsection 3, Code Supplement 1 24 1999, is amended to read as follows: 1 25 3. a. Notwithstanding any contrary provision in chapter 1 26 490, division XIII, in determining the fair value of the 1 27 shareholder's sharesunder this sectionof a bank organized 1 28 under this chapter or a bank holding company as defined in 1 29 section 524.1801 in a transaction or event in which the 1 30 shareholder is entitled to the rights and remedies of a 1 31 dissenting shareholder, due consideration shall be given to 1 32 valuationissues acknowledged and authorized by the Internal1 33Revenue Code, as defined in section 422.3factors recognized 1 34 for federal and estate tax purposes, including discounts for 1 35 minority interests and discounts for lack of marketability. 2 1 However, any payment made to dissenting shareholders under 2 2 section 490.1325 shall be in an amount not less than the 2 3 stockholders' equity in the bank disclosed in its last 2 4 statement of condition filed under section 524.220 or the 2 5 total equity capital of the bank holding company disclosed in 2 6 the most recent report filed by the bank holding company with 2 7 the board of governors of the federal reserve system, divided 2 8 by the number of shares outstanding. 2 9 b. Prior to giving notice of a meeting at which a 2 10 shareholder of a bank organized under this chapter or a bank 2 11 holding company as defined in section 524.1801 would be 2 12 entitled toassert dissenter's rights, a bankthe rights and 2 13 remedies of a dissenting shareholder, such bank or bank 2 14 holding company may seek a declaratory judgment to establish 2 15 the fair value for purposes of section 490.1301, subsection 4, 2 16 of shares held by such shareholderswho would have a right to2 17dissent. Another cause of action or a counterclaim shall not 2 18 be joined with such a declaratory action. A declaratory 2 19 judgment shall be filed in the county where thebank's2 20 principal place of business of the bank or bank holding 2 21 company is located. The court shall appoint an attorney to 2 22 represent minority shareholders. All shareholders of the bank 2 23 or bank holding company shall be served with notice of the 2 24 action and be advised of the name, address, and telephone 2 25 number of the attorney appointed to represent minority 2 26shareholder interestsshareholders. The attorney appointed to 2 27 represent minority shareholders shall select an appraiser to 2 28 give an opinion of the fair value of such shares. The bank or 2 29 bank holding company may select an appraiser to give an 2 30 opinion on the fair valueand the attorney shall select an2 31appraiser to give an opinion on fair valueof the shares of 2 32 the bank or bank holding company. Any shareholder may 2 33 participate individually and present evidence of the fair 2 34 value of such shareholder's shares. All court costs, 2 35 appraiser's fees, and the fees and expenses of the attorney 3 1 appointed to represent the minority shareholders shall be 3 2 assessed against the bank or the bank holding company. A 3 3 judgment in the action shall not determine fair value for a 3 4 share to be less than the stockholders' equity in the bank 3 5 disclosed in its last statement of condition filed under 3 6 section 524.220 or the total equity capital of the bank 3 7 holding company disclosed in the most recent report filed by 3 8 the bank holding company with the board of governors of the 3 9 federal reserve system, divided by the number of shares 3 10 outstanding. A final judgment in the action shall establish 3 11 fair value for the purposes of chapter 490, division XIII and 3 12 shall be disclosed to the shareholders in the notice to 3 13 shareholders of the meeting to approve the transaction that 3 14 gives rise to dissenters' rights. If the proposed transaction 3 15 is approved by the shareholders, upon consummation of the 3 16 proposed transaction the fair value so established shall be 3 17 paid toall shareholderseach shareholder entitled to payment 3 18 fortheirthe shareholder's shares upon receipt of such 3 19shareholders'shareholder's share certificates. 3 20 EXPLANATION 3 21 This bill provides for the determination of value of the 3 22 shares of a dissenting shareholder of a bank holding company. 3 23 The procedure for determining such fair value is similar to 3 24 the procedure for the determination of the value of the shares 3 25 of a dissenting shareholder of a bank organized under Code 3 26 chapter 524. 3 27 The bill provides that any payment made to dissenting 3 28 shareholders under Code section 490.1325 shall be in an amount 3 29 not less than the stockholders' equity in the bank disclosed 3 30 in its last statement of condition filed under Code section 3 31 524.220 or the total equity capital of the bank holding 3 32 company disclosed in the most recent report filed by the bank 3 33 holding company with the board of governors of the federal 3 34 reserve system, divided by the number of shares outstanding. 3 35 The bill provides in determining the fair value of the 4 1 shares of a bank holding company under Code chapter 490, the 4 2 factors identified under Code section 524.1406 must be 4 3 considered. The bill also provides that a corporation that is 4 4 a bank holding company may elect to have the fair value of the 4 5 bank holding company's shares determined under Code section 4 6 524.1406, notwithstanding the provisions of Code chapter 490, 4 7 relating to corporations. 4 8 LSB 5893SV 78 4 9 mj/as/5
Text: SF02344 Text: SF02346 Text: SF02300 - SF02399 Text: SF Index Bills and Amendments: General Index Bill History: General Index
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