351.930. Proceeding to determine fair value of shares. - Missouri Statutes

Proceeding to determine fair value of shares.

351.930. 1. If a demand for payment under section 351.925remains unsettled, the corporation shall commence a proceedingwithin sixty days after receiving the payment demand andpetition the court to determine the fair value of the shares.If the corporation does not commence the proceeding within thesixty-day period, it shall pay each dissenter whose demandremains unsettled the amount demanded.

2. The corporation shall commence the proceeding in a courtof competent jurisdiction located in the county where thecorporation's principal office, or, if none in this state, itsregistered office, is located. If the corporation is a foreigncorporation without a registered office in this state, it shallcommence the proceeding in the county in the state where theregistered office of the domestic corporation merged with, orwhose shares were acquired by the foreign corporation, waslocated.

3. The corporation shall make all dissenters, whether ornot residents of this state, whose demands remain unsettled,parties to the proceeding as in an action against their sharesand all parties must be served with a copy of the petition.Nonresidents may be served by registered or certified mail or bypublication as provided by law.

4. The jurisdiction of the court in which the proceeding iscommenced under subsection 2 of this section is plenary andexclusive. The court may appoint one or more persons asappraisers to receive evidence and recommend a decision on thequestion of fair value. The appraisers have the powersdescribed in the order appointing them or in any amendment toit. The dissenters are entitled to the same discovery rights asparties in other civil proceedings.

5. Each dissenter made a party to the proceeding isentitled to judgment for the amount, if any, by which the courtfinds the fair value of his shares exceeds the amount paid bythe corporation, or for the fair value of his after-acquiredshares for which the corporation elected to withhold paymentunder section 351.920.

(L. 1990 H.B. 1432)