House Journal: Page 874: Tuesday, March 19, 2002
15 shareholders. Another cause of action or a
16 counterclaim shall not be joined with such a
17 declaratory action. A declaratory judgment shall be
18 filed in the county where the principal place of
19 business of the bank or bank holding company is
20 located. The court shall appoint an attorney to
21 represent minority shareholders. All shareholders of
22 the bank or bank holding company shall be served with
23 notice of the action and be advised of the name,
24 address, and telephone number of the attorney
25 appointed to represent minority shareholders. The
26 attorney appointed to represent minority shareholders
27 shall select an appraiser to give an opinion of the
28 fair value of such shares. The bank or bank holding
29 company may select an appraiser to give an opinion on
30 the fair value of the shares of the bank or bank
31 holding company. Any shareholder may participate
32 individually and present evidence of the fair value of
33 such shareholder's shares. All court costs,
34 appraiser's fees, and the fees and expenses of the
35 attorney appointed to represent the minority
36 shareholders shall be assessed against the bank or the
37 bank holding company. A judgment in the action shall
38 not determine fair value for a share to be less than
39 the stockholders' equity in the bank disclosed in its
40 last statement of condition filed under section
41 524.220 or the total equity capital of the bank
42 holding company disclosed in the most recent report
43 filed by the bank holding company with the board of
44 governors of the federal reserve system, divided by
45 the number of shares outstanding. A final judgment in
46 the action shall establish fair value for the purposes
47 of chapter 490, division XIII and shall be disclosed
48 to the shareholders in the notice to shareholders of
49 the meeting to approve the transaction that gives rise
50 to dissenters' appraisal rights. If the proposed
Page 11
1 transaction is approved by the shareholders, upon
2 consummation of the proposed transaction the fair
3 value so established shall be paid to each shareholder
4 entitled to payment for the shareholder's shares upon
5 receipt of such shareholder's share certificates.
6 Sec. . Section 524.1408, Code 2001, is amended
7 to read as follows:
8 524.1408 MERGER OF CORPORATION SUBSTANTIALLY OWNED
9 BY A STATE BANK.
10 A state bank owning at least ninety percent of the
11 outstanding shares, of each class, of another
12 corporation which it is authorized to own under this
13 chapter, may merge the other corporation into itself
© 2002 Cornell College and
League of Women Voters of Iowa
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