351.790. Court action to compel purchase. - Missouri Statutes

Court action to compel purchase.

351.790. 1. If an offer to purchase shares made undersection 351.785 is rejected, or if no offer is made, the personexercising the compulsory purchase right may commence aproceeding against the corporation to compel the purchase in thecircuit court of the county where the corporation's principaloffice, or, if none in this state, its registered office, islocated. The corporation at its expense shall notify in writingall of its shareholders, and any other person the court directs,of the commencement of the proceeding. The jurisdiction of thecourt in which the proceeding is commenced under this subsectionis plenary and exclusive.

2. The court shall determine the fair value of the sharessubject to compulsory purchase in accordance with the standardsset forth in section 351.860 together with terms for thepurchase. Upon making these determinations the court shallorder the corporation to purchase or cause the purchase of theshares or empower the person exercising the compulsory purchaseright to have the corporation dissolved.

3. After the purchase order is entered, the corporation maypetition the court to modify the terms of purchase and the courtmay do so if it finds that changes in the financial or legalability of the corporation or other purchaser to complete thepurchase justify a modification.

4. If the corporation or other purchaser does not make apayment required by the court's order within thirty days of itsdue date, the seller may petition the court to dissolve thecorporation and, absent a showing of good cause for not makingthe payment, the court shall do so.

5. A person making a payment to prevent or cure a defaultby the corporation or other purchaser is entitled to recover thepayment from the defaulter.

(L. 1990 H.B. 1432)