Iowa Code 499.66 – Value determined
Current as of: 2023 | Check for updates
|
Other versions
1. As used in this section:
a. “Dissenting member” means a voting member who votes in opposition to the plan of merger or consolidation and who makes a demand for payment of the fair value under section 499.65.
b. “Old association” means the association in which the member owns or owned a membership.
c. “New association” means the surviving or new association after the merger or consolidation.
d. “Issue price” means the amount paid for an interest in the old association or the amount stated in a notice of allocation of patronage dividends.
e. “Fair market value” means the cash price that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell.
Terms Used In Iowa Code 499.66
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Association: means a corporation formed under this chapter. See Iowa Code 499.2
- Consolidation: means the uniting of two or more cooperative associations into one cooperative association, in such manner that a new cooperative association is formed, and the new cooperative association absorbs the others, which cease to exist as separate entities. See Iowa Code 499.61
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
- Merger: means the uniting of two or more cooperative associations into one cooperative association, in such manner that one of the merging associations retains its corporate existence and absorbs the others, which cease to exist as corporate entities. See Iowa Code 499.61
- person: means individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity. See Iowa Code 4.1
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
2. a. Within twenty days after the merger or consolidation is effected, the new association shall make a written offer to each dissenting member to pay a specified sum deemed by the new association to be the fair value of that dissenting member’s interest in the old association. This offer shall be accompanied by a balance sheet of the old association as of the latest available date, a profit and loss statement of the old association for the twelve-month period ending on the date of this balance sheet, and a list of the dissenting member’s interests in the old association. If the dissenting member does not agree that the sum stated in this notice represents the fair value of the member’s interest, then the member may file a written objection with the new association within twenty days after receiving this notice. A dissenting member who fails to file this objection within the twenty-day period is conclusively presumed to have consented to the fair value stated in the notice.
b. If the surviving or new association receives any objections to fair values, then within ninety days after the merger or consolidation is effected, the new association shall file a petition in the Iowa district court asking for a finding and determination of the fair value of each type of equity. The action shall be prosecuted as an equitable action.
c. The fair value of a dissenting member’s interest in the old association shall be determined as of the day preceding the merger or consolidation by taking the lesser of either the issue price of the dissenting member’s membership, common stock, deferred patronage dividends, and preferred stock, or the amount determined by subtracting the old association’s debts from the fair market value of the old association’s assets, dividing the remainder by the total issue price of all memberships, common stock, preferred stock, and revolving funds, and then multiplying the quotient from this equation by the total issue price of a dissenting member’s membership, common stock, preferred stock, and revolving fund interest.
3. The new association shall pay to each dissenting member in cash within sixty days after the merger or consolidation the amount paid in cash by the dissenting member for that member’s interest in the old association. The new association shall pay the remainder of each dissenting member’s fair value in ten annual equal payments. The final payment must be made not later than fifteen years after the merger or consolidation. The value of the deferred patronage dividends and preferred stock shall be considered a liability of the new association as reflected in the accounts of the new association until the value of the patronage dividends or preferred stock is paid in full to the dissenting member. A dissenting member who is a natural person who dies before receiving the fair value shall have all of the person’s fair value paid with the same priority as if the person was a member at the time of death.