2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1302 - SHAREHOLDERS' RIGHT TO APPRAISAL.

        490.1302  SHAREHOLDERS' RIGHT TO APPRAISAL.
         1.  A shareholder is entitled to appraisal rights, and to obtain
      payment of the fair value of the shareholder's shares, in the event
      of any of the following corporate actions:
         a.  Consummation of a merger to which the corporation is a
      party if either of the following apply:
         (1)  Shareholder approval is required for the merger by section
      490.1104 and the shareholder is entitled to vote on the merger,
      except that appraisal rights shall not be available to any
      shareholder of the corporation with respect to shares of any class or
      series that remain outstanding after consummation of the merger.
         (2)  The corporation is a subsidiary and the merger is governed by
      section 490.1105.
         b.  Consummation of a share exchange to which the corporation
      is a party as the corporation whose shares will be acquired, if the
      shareholder is entitled to vote on the exchange, except that
      appraisal rights shall not be available to any shareholder of the
      corporation with respect to any class or series of shares of the
      corporation that is not exchanged.
         c.  Consummation of a disposition of assets pursuant to
      section 490.1202 if the shareholder is entitled to vote on the
      disposition.
         d.  An amendment of the articles of incorporation with respect
      to a class or series of shares that reduces the number of shares of a
      class or series owned by the shareholder to a fraction of a share if
      the corporation has the obligation or right to repurchase the
      fractional share so created.
         e.  Any other amendment to the articles of incorporation,
      merger, share exchange, or disposition of assets to the extent
      provided by the articles of incorporation, bylaws, or a resolution of
      the board of directors.
         f.  Consummation of a conversion of the corporation to an
      other entity pursuant to sections 490.1111 through 490.1114.
         2.  Notwithstanding subsection 1, the availability of the
      appraisal rights under subsection 1, paragraphs "a" through
      "d", shall be limited in accordance with the following
      provisions:
         a.  Appraisal rights shall not be available for the holders of
      shares of any class or series of shares:
         (1)  Listed on the New York stock exchange or the American stock
      exchange or designated as a national market system security on an
      interdealer quotation system by the national association of
      securities dealers, inc.
         (2)  Not so listed or designated, but has at least two thousand
      shareholders and the outstanding shares of such class or series has a
      market value of at least twenty million dollars, exclusive of the
      value of such shares held by its subsidiaries, senior executives,
      directors, and beneficial shareholders owning more than ten percent
      of such shares.
         b.  The applicability of paragraph "a" shall be determined
      according to the following:
         (1)  The record date fixed to determine the shareholders entitled
      to receive notice of, and to vote at, the meeting of shareholders to
      act upon the corporate action requiring appraisal rights.
         (2)  The day before the effective date of such corporate action if
      there is no meeting of shareholders.
         c.  Paragraph "a" shall not be applicable and appraisal
      rights shall be available pursuant to subsection 1 for the holders of
      any class or series of shares who are required by the terms of the
      corporate action requiring appraisal rights to accept for such shares
      anything other than cash or shares of any class or any series of
      shares of any corporation, or any other proprietary interest of any
      other entity, that satisfies the standards set forth in paragraph
      "a", at the time the corporate action becomes effective.
         d.  Paragraph "a" shall not be applicable and appraisal
      rights shall be available pursuant to subsection 1 for the holders of
      any class or series of shares where any of the following applies:
         (1)  Any of the shares or assets of the corporation are being
      acquired or converted, whether by merger, share exchange, or
      otherwise, pursuant to the corporate action by a person, or by an
      affiliate of a person, who fulfills either of the following:
         (a)  Is, or at any time in the one-year period immediately
      preceding approval by the board of directors of the corporate action
      requiring appraisal rights was, the beneficial owner of twenty
      percent or more of the voting power of the corporation, excluding any
      shares acquired pursuant to an offer for all shares having voting
      power if such offer was made within one year prior to the corporate
      action requiring appraisal rights for consideration of the same kind
      and of a value equal to or less than that paid in connection with the
      corporate action.
         (b)  Directly or indirectly has, or at any time in the one-year
      period immediately preceding approval by the board of directors of
      the corporation of the corporate action requiring appraisal rights
      had, the power, contractually or otherwise, to cause the appointment
      or election of twenty-five percent or more of the directors to the
      board of directors of the corporation.
         (2)  Any of the shares or assets of the corporation are being
      acquired or converted, whether by merger, share exchange, or
      otherwise, pursuant to such corporate action by a person, or by an
      affiliate of a person, who is, or at any time in the one-year period
      immediately preceding approval by the board of directors of the
      corporate action requiring appraisal rights was, a senior executive
      or director of the corporation or a senior executive of any affiliate
      thereof, and that senior executive or director will receive, as a
      result of the corporate action, a financial benefit not generally
      available to other shareholders as such, other than any of the
      following:
         (a)  Employment, consulting, retirement, or similar benefits
      established separately and not as part of or in contemplation of the
      corporate action.
         (b)  Employment, consulting, retirement, or similar benefits
      established in contemplation of, or as part of, the corporate action
      that are not more favorable than those existing before the corporate
      action or, if more favorable, that have been approved on behalf of
      the corporation in the same manner as is provided in section 490.832.

         (c)  In the case of a director of the corporation who will, in the
      corporate action, become a director of the acquiring entity in the
      corporate action or one of its affiliates, rights and benefits as a
      director that are provided on the same basis as those afforded by the
      acquiring entity generally to other directors of such entity or such
      affiliate.
         e.  For the purposes of paragraph "d" only, the term
      "beneficial owner" means any person who, directly or indirectly,
      through any contract, arrangement, or understanding, other than a
      revocable proxy, has or shares the power to vote, or to direct the
      voting of, shares, provided that a member of a national securities
      exchange shall not be deemed to be a beneficial owner of securities
      held directly or indirectly by such member on behalf of another
      person solely because the member is the record holder of such
      securities if the member is precluded by the rules of such exchange
      from voting without instruction on contested matters or matters that
      may affect substantially the rights or privileges of the holders of
      the securities to be voted.  When two or more persons agree to act
      together for the purpose of voting their shares of the corporation,
      each member of the group formed thereby shall be deemed to have
      acquired beneficial ownership, as of the date of such agreement, of
      all voting shares of the corporation beneficially owned by any member
      of the group.
         3.  Notwithstanding any other provision of this section, the
      articles of incorporation as originally filed or any amendment
      thereto may limit or eliminate appraisal rights for any class or
      series of preferred shares, but any such limitation or elimination
      contained in an amendment to the articles of incorporation that
      limits or eliminates appraisal rights for any of such shares that are
      outstanding immediately prior to the effective date of such amendment
      or that the corporation is or may be required to issue or sell
      thereafter pursuant to any conversion, exchange, or other right
      existing immediately before the effective date of such amendment,
      shall not apply to any corporate action that becomes effective within
      one year of that date if such action would otherwise afford appraisal
      rights.
         4.  A shareholder entitled to appraisal rights under this chapter
      is not entitled to challenge a completed corporate action for which
      appraisal rights are available unless such corporate action meets one
      of the following standards:
         a.  It was not effectuated in accordance with the applicable
      provisions of division X, XI, or XII or the corporation's articles of
      incorporation, bylaws, or board of directors' resolution authorizing
      the corporate action.
         b.  It was procured as a result of fraud or material
      misrepresentation.  

         89 Acts, ch 288, §132; 2002 Acts, ch 1154, §79, 125; 2008 Acts, ch
      1162, §122, 155
         Referred to in § 490.1301, 490.1320, 490.1321, 490.1322