44-253. Plan of exchange; disapproval by shareholder; demand for payment; disagreement; action of shareholder; judgment; payment; effect.

712 words·~3 min read·/ne/chapter-44/44-253

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Any shareholder of the company acquired may elect to exercise a right of dissent by filing with the company, prior to or at the meeting of shareholders at which such proposed plan is submitted to a vote, written objections to such proposed plan. If such proposed plan be approved by the required vote and such shareholder shall not have voted in favor thereof, such shareholder may, within ten days after the date on which the vote was taken, make written demand on the company for payment of the fair value of such shareholder's shares, and, if such proposed plan is effected, such company shall pay to such shareholder, upon surrender of the certificate or certificates representing such shares, the fair value thereof as of the day prior to the date on which the vote was taken approving the proposed plan, excluding any appreciation or depreciation in anticipation of such corporate action.

Any shareholder failing to make demand within the ten-day period shall be bound by the terms of the proposed plan. If the proposed plan shall be abandoned or rescinded or the shareholder shall revoke the authority to effect such action, then the right of such shareholder to be paid the fair value of his shares shall cease.

Within twenty days after such plan is effected, the company so acquired shall give written notice thereof to each dissenting shareholder who has made demand as provided in this section, and shall make a written offer to each such shareholder to pay for his shares at a specified price deemed by such company to be the fair value thereof.

If within thirty days after the date on which such plan was effected the fair value of such shares is agreed upon between any such dissenting shareholder and the company, payment therefor shall be made within ninety days after the date on which such plan was effected, upon surrender of the certificate or certificates representing such shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in such shares.

If within such period of thirty days the dissenting shareholder and the company do not agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction in the county in which the registered office of the company is situated asking for a finding and determination of the fair value of such shares, and shall be entitled to a judgment against the company for the amount of such fair value as of the day prior to the date on which such vote was taken approving such plan, together with interest thereon at the rate of five percent per year to the date of such judgment.

The action shall be prosecuted as an equitable action and the practice and procedure shall conform to the practice and procedure in equity cases. The judgment shall be payable only upon and simultaneously with the surrender to the company of the certificate or certificates representing such shares.

Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares. Unless the dissenting shareholder shall file such petition within the time limited by the provisions of this section, such shareholder and all persons claiming under him shall be conclusively presumed to have approved and ratified the plan and shall be bound by the terms thereof.

Shares acquired by the company pursuant to payment of the agreed value therefor or payment of the judgment entered therefor, as provided in this section, shall stand canceled unless otherwise provided for in the plan of exchange.

A proceeding by a dissenting minority shareholder for a finding and determination of the fair value of his shares under this section is in essence similar to an inverse condemnation action. Becker v. Natl. American Ins. Co., 202 Neb. 545, 276 N.W.2d 202 (1979).

In a proceeding by a dissenting shareholder seeking a finding and determination of the fair value of shares of stock under the provisions of this section the statutory provisions as to a judgment against the insurance company for the fair value of the shares together with interest, are mandatory. Becker v. Natl. American Ins. Co., 202 Neb. 545, 276 N.W.2d 202 (1979).