351.875. Grounds for shareholder dissent. - Missouri Statutes

Grounds for shareholder dissent.

351.875. 1. A shareholder is entitled to dissent from,and obtain payment of the fair value of his shares in the eventof, any of the following corporate actions:

(1) Consummation of a plan of merger to which thecorporation is a party if shareholder approval is required forthe merger by law or the articles of incorporation and theshareholder is entitled to vote on the merger; or if thecorporation is a subsidiary that is merged with its parent underthe provisions of section 351.447;

(2) Consummation of a sale or exchange of all, orsubstantially all, of the property of the corporation other thanin the usual and regular course of business, if the shareholderis entitled to vote on the sale or exchange, including a sale indissolution, but not including a sale pursuant to court order ora sale for cash pursuant to a plan by which all or substantiallyall of the net proceeds of the sale will be distributed to theshareholders within one year after the date of sale;

(3) An amendment of the articles of incorporation thatmaterially and adversely affects rights in respect of adissenter's share because it:

(a) Alters or abolishes a preferential right of the shares;

(b) Creates, alters or abolishes a right in respect ofredemption, including a provision respecting a sinking fund forthe redemption or repurchase, of the shares;

(c) Alters or abolishes a preemptive right of the holder ofthe shares to acquire shares or other securities; or

(d) Excludes or limits the right of the shares to vote onany matter, or to cumulate votes, other than a limitation bydilution through issuance of shares or other securities withsimilar voting rights; or

(4) Any corporate action taken pursuant to a shareholdervote to the extent the articles of incorporation, bylaws, or aresolution of the board of directors provides that voting ornonvoting shareholders are entitled to dissent and obtainpayment for their shares.

2. A shareholder entitled to dissent and obtain payment forhis shares under sections 351.870 to 351.930 may not challengethe corporate action creating his entitlement unless the actionis unlawful or fraudulent with respect to the shareholder or thecorporation.

(L. 1990 H.B. 1432)