2014 Iowa Code
TITLE XIII - COMMERCE
SUBTITLE 2 - FINANCIAL INSTITUTIONS
CHAPTER 524 - BANKS
SECTION 524.529 - Preemptive rights for existing state banks.

524.529  Preemptive rights for existing state banks.

Notwithstanding contrary provisions of this chapter, a state bank which was incorporated under this chapter prior to July 1, 1995, shall be governed by the following until July 1, 1998:

1.  Except to the extent limited or denied by this section or by the articles of incorporation, shareholders have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares.

2.  Unless otherwise provided in the articles of incorporation:

a.  No preemptive right exists with respect to either of the following:

(1)  Acquiring any shares issued to directors, officers, or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote or when authorized by and consistent with a plan approved by such vote of the shareholders.

(2)  Acquiring treasury shares of the state bank pursuant to section 524.530.

b.  A holder of shares of any class that is preferred or limited as to dividends or assets is not entitled to any preemptive right.

c.  A holder of shares of common stock is not entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock.

d.  A holder of common stock without voting power has no preemptive right to shares of common stock with voting power.

e.  A preemptive right is only an opportunity to acquire shares or other securities under the terms and conditions as fixed by the board of directors for the purpose of providing a fair and reasonable opportunity for the exercise of the preemptive right.

95 Acts, ch 148, §46

Referred to in §524.528