State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-20_138

21-20,138. Right to dissent.(1) A shareholder shall be entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:(a) Consummation of a plan of merger to which the corporation is a party:(i) If shareholder approval is required for the merger by section 21-20,130 or the articles of incorporation and the shareholder is entitled to vote on the merger; or(ii) If the corporation is a subsidiary that is merged with its parent under section 21-20,131;(b) Consummation of a plan of 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 plan;(c) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;(d) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:(i) Alters or abolishes a preferential right of the shares;(ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;(iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;(iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or(v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under section 21-2038; or(e) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, the bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.(2) A shareholder entitled to dissent and obtain payment for his or her shares under sections 21-20,137 to 21-20,150 may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.(3) The right to dissent and obtain payment under sections 21-20,137 to 21-20,150 shall not apply to the shareholders of a bank, trust company, stock-owned savings and loan association, or the holding company of any such bank, trust company, or stock-owned savings and loan association. SourceLaws 1995, LB 109, § 138; Laws 2003, LB 131, § 22.AnnotationsThe phrase "all, or substantially all," as used in subsection (1)(c) of this section, means a sale of corporate assets that, quantitatively or qualitatively, would result in a fundamental change in the nature of the corporation. State ex rel. Columbus Metal v. Aaron Ferer & Sons, 272 Neb. 758, 725 N.W.2d 158 (2006).Pursuant to subsection (3) of this section, minority shareholders of a bank or bank holding company have no statutory right to dissent and receive fair value for their shares. Bank shareholders possess an equitable right to receive fair value for their shares in the event that they are canceled by a cash-out merger, regardless of their exclusion from such rights under subsection (3) of this section. Stoneman v. United Neb. Bank, 254 Neb. 477, 577 N.W.2d 271 (1998).