351.860. Extraordinary relief--share purchase. - Missouri Statutes

Extraordinary relief--share purchase.

351.860. 1. If the court finds that the ordinary relief described insubsection 1 of section 351.855 is or would be inadequate or inappropriate, itmay order the corporation dissolved under the provisions of section 351.865unless the corporation or one or more of its shareholders purchase all theshares of the shareholder for their fair value and on terms determined undersubsection 2 of this section.

2. If the court orders a share purchase, it shall:

(1) Determine the fair value of the shares, considering among otherrelevant evidence the going-concern value of the corporation, any agreementamong some or all of the shareholders fixing the price or specifying a formulafor determining share value for any purpose, the recommendations ofappraisers, if any, appointed by the court, and any legal constraints on thecorporation's ability to purchase the shares;

(2) Specify the terms of the purchase including, if appropriate, termsfor installment payments, subordination of the purchase obligation to therights of the corporation's other creditors, security for a deferred purchaseprice, and a covenant* not to compete or other restriction on the seller;

(3) Require the seller to deliver all his shares to the purchaser uponreceipt of the purchase price or the first installment of the purchase price;

(4) Provide that after the seller delivers his shares he has no furtherclaim against the corporation, its directors, officers, or shareholders, otherthan a claim to any unpaid balance of the purchase price and a claim under anyagreement with the corporation or the remaining shareholders that is notterminated by the court; and

(5) Provide that if the purchase is not completed in accordance with thespecified terms, the corporation is to be dissolved under the provisions ofsection 351.865.

3. After the purchase order is entered, any party may petition the courtto modify the terms of the purchase and the court may do so if it finds thatchanges in the financial or legal ability of the corporation or otherpurchaser to complete the purchase justify a modification.

4. If the corporation is dissolved because the share purchase was notcompleted in accordance with the court's order, the selling shareholder hasthe same rights and priorities in the corporation's assets as if the sale hadnot been ordered.

(L. 1990 H.B. 1432)

*Word "convenant" appears in original rolls.