2025 Session Last amended: 2005 session

§ 49.41 — Rights of Dissenting Shareholders

Plain-Language Summary

This section gives shareholders who voted against a bank merger the right to demand payment for their shares at fair value instead of accepting the merger terms. A dissenting shareholder must object at the meeting or within 20 days after, and then has 60 days after the merger takes effect to apply to district court for an appraisal. Three court-appointed appraisers determine the fair value of the shares, with costs split between the shareholder and the bank.

49.41 RIGHTS OF DISSENTING SHAREHOLDERS.

Any shareholder not voting in favor of the agreement of consolidation or merger at the meeting prescribed in section 49.37 may, at that meeting, or within 20 days thereafter, object to the consolidation or merger and demand payment for that person’s shares. If the consolidation or merger takes effect at any time after this demand, the shareholder may, at any time within 60 days thereafter, apply to the district court in the county wherein is situated the principal place of business of the corporation with which the other or others are consolidated or merged, for the appointment of three persons to appraise the value of that person’s shares. The court shall thereupon appoint these appraisers and designate the time and place of their first meeting, with such directions in regard to their proceedings as shall be deemed proper, and also direct the time and manner in which payment shall be made of the value of that person’s shares to the shareholder. The appraisers shall meet at the time and place designated, after being duly sworn to discharge their duties honestly and faithfully, make and certify a written estimate of the value of the shares at the time of the appraisal, and deliver one copy to the corporation and another to the shareholder, if demanded. The charges and expenses of the appraisers shall be paid one-half by the shareholder and one-half by the corporation. When the corporation shall have paid the appraised value of the shares, the shares shall be canceled and this shareholder shall cease to be a member of the corporation or to have any interest in the shares or in the corporation or in the corporate property, and the shares may be held and disposed of by the corporation for its own benefit.

History:

(7699-11) 1925 c 156 s 7; 1986 c 444; 1989 c 166 s 16; 2005 c 69 art 1 s 13

History: History: (7699-11) 1925 c 156 s 7; 1986 c 444; 1989 c 166 s 16; 2005 c 69 art 1 s 13

Practical Notes

Shareholders who oppose a bank merger have a limited window to act—they must object within 20 days of the vote and then petition the court within 60 days of the merger taking effect. Missing either deadline waives the appraisal right. The appraisal process can be more valuable than accepting merger terms if the merger consideration undervalues the shares, but appraisal costs are split with the bank.

Source: Minnesota Office of the Revisor of Statutes