A. A dissenting stockholder of a state bank shall be entitled to receive the value in each of only those shares which were voted against a merger to result in a state bank, against the conversion of a state bank into a national bank or against a sale of all or substantially all of the state bank's assets, and only if written demand thereupon is made to the resulting state or national bank at any time within thirty days after the effective date of the merger or conversion accompanied by the surrender of the stock certificates. The value of such shares shall be determined, as of the date of the stockholders' meeting approving the merger or conversion, by three appraisers, one to be selected by the vote of the owners of two-thirds of the shares involved at a meeting called by the director of the financial institutions division on 10 days notice, one by the board of directors of the resulting state or national bank and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If any necessary appraiser is not appointed within 60 days after the effective date of the merger or conversion, the director of the financial institutions division shall make the necessary appointment, or if the appraisal is not completed within 90 days after the merger or conversion becomes effective, the director of the financial institutions division shall cause an appraisal to be made.
B. The merger agreement may fix an amount which the merging banks consider to be the fair market value of the shares of a merging or the converting bank at the time of the stockholders' meeting approving the merger or conversion, which the resulting bank will pay dissenting stockholders of that bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state or national bank.
C. The expenses of appraisal shall be paid by the resulting state bank except where the value fixed by the appraisers does not exceed the value fixed by the merger agreement in which case one-half of the expenses shall be paid by the resulting bank and one-half by the dissenting stockholders requesting the appraisal in proportion to their respective holdings.
History: 1941 Comp., § 50-1910, enacted by Laws 1951, ch. 37, § 10; 1953 Comp., § 48-13-10; Laws 1977, ch. 245, § 33.
ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 10 Am. Jur. 2d Banks § 29.
Construction and effect of provisions for payment of dissenting stockholders in statutes relating to merger, consolidation or reorganization of banks or other corporations, 87 A.L.R. 597, 162 A.L.R. 1237, 174 A.L.R. 960.
Constitutionality of recent legislation relating to merger, consolidation or reorganization of banks as affected by rights of dissenting creditors or stockholders, 92 A.L.R. 1337, 96 A.L.R. 1445, 104 A.L.R. 1203.
9 C.J.S. Banks and Banking § 158 et seq.