House Journal: Page 873: Tuesday, March 19, 2002
16 required for adoption.
17 Sec. . Section 524.1406, Code 2001, is amended
18 to read as follows:
19 524.1406 RIGHTS APPRAISAL RIGHTS OF DISSENTING
20 SHAREHOLDERS.
21 1. A shareholder of a state bank, which is a party
22 to a proposed merger plan which will result in a state
23 bank subject to this chapter, who objects to the plan
24 is entitled to the rights and remedies of a dissenting
25 shareholder appraisal rights as provided in chapter
26 490, division XIII.
27 2. If a shareholder of a national bank which is a
28 party to a proposed merger plan which will result in a
29 state bank, or a shareholder of a state bank which is
30 a party to a plan which will result in a national
31 bank, objects to the plan and complies with the
32 requirements of the applicable laws of the United
33 States, the resulting state bank or national bank, as
34 the case may be, is liable for the value of the
35 shareholder's shares as determined in accordance with
36 such laws of the United States.
37 3. a. Notwithstanding any contrary provision in
38 chapter 490, division XIII, in determining the fair
39 value of the shareholder's shares of a bank organized
40 under this chapter or a bank holding company as
41 defined in section 524.1801 in a transaction or event
42 in which the shareholder is entitled to the rights and
43 remedies of a dissenting shareholder appraisal rights,
44 due consideration shall be given to valuation factors
45 recognized for federal and estate tax purposes,
46 including discounts for minority interests and
47 discounts for lack of marketability. However, any
48 payment made to dissenting shareholders under section
49 490.1325 490.1324 shall be in an amount not less than
50 the stockholders' equity in the bank disclosed in its
Page 10
1 last statement of condition filed under section
2 524.220 or the total equity capital of the bank
3 holding company disclosed in the most recent report
4 filed by the bank holding company with the board of
5 governors of the federal reserve system, divided by
6 the number of shares outstanding.
7 b. Prior to giving notice of a meeting at which a
8 shareholder of a bank organized under this chapter or
9 a bank holding company as defined in section 524.1801
10 would be entitled to the rights and remedies of a
11 dissenting shareholder appraisal rights, such bank or
12 bank holding company may seek a declaratory judgment
13 to establish the fair value for purposes of section
14 490.1301, subsection 4, of shares held by such
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League of Women Voters of Iowa
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