2009 Iowa Code
Title 12 - Business Entities
Subtitle 2 - Business and Professional Corporations and Companies
CHAPTER 490 - BUSINESS CORPORATIONS
490.1301 - DEFINITIONS.

        490.1301  DEFINITIONS.
         In this division, unless the context otherwise requires:
         1.  "Affiliate" means a person that directly or indirectly
      through one or more intermediaries controls, is controlled by, or is
      under common control with another person or is a senior executive
      thereof.  For purposes of section 490.1302, subsection 2, paragraph
      "d", a person is deemed to be an affiliate of its senior
      executives.
         2.  "Beneficial shareholder" means a person who is the
      beneficial owner of shares held in a voting trust or by a nominee on
      the beneficial owner's behalf.
         3.  "Corporation" means the issuer of the shares held by a
      shareholder demanding appraisal.  In addition, for matters covered in
      sections 490.1322 through 490.1331, "corporation" includes the
      surviving entity in a merger.
         4.  "Fair value" means the value of the corporation's shares
      determined according to the following:
         a.  Immediately before the effectuation of the corporate
      action to which the shareholder objects.
         b.  Using customary and current valuation concepts and
      techniques generally employed for similar businesses in the context
      of the transaction requiring appraisal.
         c.  Without discounting for lack of marketability or minority
      status except, if appropriate, for amendments to the articles
      pursuant to section 490.1302, subsection 1, paragraph "e".
         With respect to shares of a corporation that is a bank holding
      company as defined in section 524.1801, the factors identified in
      section 524.1406, subsection 3, paragraph "a", shall also be
      considered in determining fair value.
         5.  "Interest" means interest from the effective date of the
      corporate action until the date of payment, at the rate of interest
      on judgments in this state on the effective date of the corporate
      action.
         6.  "Preferred shares" means a class or series of shares whose
      holders have preference over any other class or series with respect
      to distributions.
         7.  "Record shareholder" means the person in whose name shares
      are registered in the records of the corporation or the beneficial
      owner of shares to the extent of the rights granted by a nominee
      certificate on file with the corporation.
         8.  "Senior executive" means the chief executive officer,
      chief operating officer, chief financial officer, and anyone in
      charge of a principal business unit or function.
         9.  "Shareholder" means both a record shareholder and a
      beneficial shareholder.  

         89 Acts, ch 288, §131; 2000 Acts, ch 1211, §2; 2002 Acts, ch 1154,
      §78, 125
         Referred to in §524.1406