2004 Minnesota Statutes

     300.16 Rights of stockholders. 

    Subdivision 1.    Procedure for objecting.  A 
 stockholder entitled to vote who votes against the consolidation 
 and objects to it in writing at or before the time when the 
 consolidation vote is taken, or a stockholder not entitled to 
 vote who objects in writing to the consolidation at or before 
 the time when the consolidation vote is taken, may demand in 
 writing that the consolidated corporation pay the fair cash 
 value of the stockholder's stock.  The demand must be made 
 within 20 days of the consolidation vote.  The stock is to be 
 valued as of the day before the consolidation vote was taken.  

    The consolidated corporation must make payment to the 
 objecting stockholder within 30 days after proof of publication 
 of the consolidation agreement is filed with the secretary of 
 state.  

    Subd. 2.    Valuation of stock.  In case of disagreement 
 as to the fair cash value of the stock, the stockholder, or the 
 consolidated corporation, within 60 days after proof of 
 publication of the consolidation agreement has been filed and 
 upon notice to the opposite party, may petition the district 
 court of the judicial district in which the principal office of 
 the consolidated corporation is established for the appointment 
 of three appraisers to appraise the value of the stock.  The 
 award of the appraisers is final and conclusive if no written 
 objection is filed by either party within ten days after the 
 award is filed in court.  If an objection is filed, it must be 
 tried summarily by the court and judgment rendered on it.  If 
 the amount determined in the proceeding is in excess of the 
 amount the consolidated corporation has offered to pay as the 
 fair cash value of the stock, the court must assess against the 
 consolidated corporation the costs of the proceeding, including 
 a reasonable attorney's fee, to the stockholder and a reasonable 
 fee to the appraisers, as it considers equitable; otherwise, the 
 costs and fees to the appraisers must be assessed, one-half 
 against the corporation and one-half against the stockholder.  A 
 party has the right to appeal from the judgment of the court if 
 the appeal is taken within ten days after the entry of the 
 judgment.  

    Subd. 3.    Effect.  Unless the consolidation is 
 abandoned, the stockholder, on the making of the demand in 
 writing, ceases to be a stockholder in the constituent 
 corporation and has no rights with respect to the stock, except 
 the right to receive payment for it.  Upon payment of the agreed 
 fair cash value of the stock or the value of the stock under 
 final judgment, the stockholder must transfer the stock to the 
 consolidated corporation.  If the consolidated corporation fails 
 to pay the amount of the judgment within ten days after it 
 becomes final, the judgment may be collected and enforced in the 
 manner prescribed by law.  

    Subd. 4.    Assenting stockholders.  Each stockholder in 
 any of the constituent corporations at the time the 
 consolidation becomes effective who is entitled to vote, and who 
 does not vote against the consolidation and object to it in 
 writing, and each stockholder in each of the constituent 
 corporations at the time the consolidation becomes effective who 
 is not entitled to vote, and who does not object to it in 
 writing, ceases to be a stockholder in the constituent 
 corporation and is considered to have assented to the 
 consolidation.  Those stockholders, together with the 
 stockholders voting in favor of the consolidation, are entitled 
 to receive certificates of stock in the consolidated corporation 
 or cash or notes or bonds, in the manner and on the terms 
 specified in the agreement of consolidation.  

    HIST: (7457-14) 1927 c 385 s 3; 1984 c 628 art 5 s 1; 1986 c 
 444