2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1330 - COURT ACTION.

        490.1330  COURT ACTION.
         1.  If a shareholder makes a demand for payment under section
      490.1326 that remains unsettled, the corporation shall commence a
      proceeding within sixty days after receiving the payment demand and
      petition the court to determine the fair value of the shares and
      accrued interest.  If the corporation does not commence the
      proceeding within the sixty-day period, it shall pay in cash to each
      shareholder the amount the shareholder demanded pursuant to section
      490.1326 plus interest.
         2.  The corporation shall commence the proceeding in the district
      court of the county where the corporation's principal office or, if
      none, its registered office, in this state is located.  If the
      corporation is a foreign corporation without a registered office in
      this state, it shall commence the proceeding in the county in this
      state where the principal office or registered office of the domestic
      corporation merged with the foreign corporation was located at the
      time of the transaction.
         3.  The corporation shall make all shareholders, whether or not
      residents of this state, whose demands remain unsettled, parties to
      the proceeding as in an action against their shares and all parties
      must be served with a copy of the petition.  Nonresidents may be
      served by registered or certified mail or by publication as provided
      by law.
         4.  The jurisdiction of the court in which the proceeding is
      commenced under subsection 2 is plenary and exclusive.  The court may
      appoint one or more persons as appraisers to receive evidence and
      recommend a decision on the question of fair value.  The appraisers
      shall have the powers described in the order appointing them, or in
      any amendment to it.  The shareholders demanding appraisal rights are
      entitled to the same discovery rights as parties in other civil
      proceedings.  There shall be no right to a jury trial.
         5.  Each shareholder made a party to the proceeding is entitled to
      judgment for either of the following:
         a.  The amount, if any, by which the court finds the fair
      value of the shareholder's shares, plus interest, exceeds the amount
      paid by the corporation to the shareholder for such shares.
         b.  The fair value, plus interest, of the shareholder's shares
      for which the corporation elected to withhold payment under section
      490.1325.
         6.  Notwithstanding the provisions of this division, if the
      corporation is a bank holding company as defined in section 524.1801,
      fair value, at the election of the bank holding company, may be
      determined as provided in section 524.1406, subsection 3, prior to
      giving notice under section 490.1320 or 490.1322.  The fair value as
      determined shall be included in any notice under section 490.1320 or
      490.1322, and section 490.1326 shall not apply.  

         89 Acts, ch 288, §143; 2000 Acts, ch 1211, §1; 2002 Acts, ch 1154,
      §88, 125
         Referred to in § 490.1301, 490.1331