351.185. Consideration for shares--exchange or conversion of shares.
Consideration for shares--exchange or conversion of shares.
351.185. 1. Shares having a par value shall be issued forsuch consideration not less than the par value thereof as shallbe fixed from time to time by the board of directors. Shareswithout par value may be issued for such consideration as may befixed from time to time by the board of directors unless thearticles of incorporation reserve to the shareholders the rightto fix the consideration. Shares of a corporation issued andthereafter acquired by it may be disposed of by the corporationfor such consideration as may be fixed from time to time by thedirectors. That part of the surplus of a corporation which istransferred to stated capital upon the issuance of a sharedividend shall be deemed to be the consideration for the issuanceof such shares.
2. In the event of the conversion or exchange of any issuedshares, with or without par value, into or for other shares ofthe corporation, whether of the same or of a different class orclasses and whether with or without par value, the considerationfor the shares so issued in such conversion or exchange is deemedto be:
(1) The consideration originally received for the shares soconverted or exchanged, and
(2) That part of surplus, if any, transferred to statedcapital upon the issuance of shares for the shares so convertedor exchanged, and
(3) Any additional consideration paid to the corporationupon the issuance of shares for the shares so exchanged orconverted.All shares reacquired by a corporation as the result of theirconversion into or exchange for other shares of the corporationshall be deemed to be retired and shall automatically becomeauthorized and unissued shares of the class to which they belong,unless the reissue thereof is prohibited by the articles ofincorporation, in which case the authorized shares of such classshall be reduced to the extent of the shares so retired. Theamount of stated capital theretofore represented by thereacquired shares shall automatically be transferred to the othershares into or for which they were converted or exchanged, to theextent of the aggregate stated capital represented by the othershares. If upon any conversion or exchange the amount of statedcapital theretofore represented by the reacquired shares exceedsthe total aggregate stated capital represented by the othershares, the corporation may at any time reduce its stated capitalby an amount equal to any part or all of the excess by followingthe procedures for reduction of stated capital set forthelsewhere in this chapter.
3. When payment of the consideration for which shares are tobe issued shall have been received by the corporation, the sharesare full-paid and nonassessable. In the absence of actual fraudin the transaction, the judgment of the board of directors or theshareholders, as the case may be, as to the value of theconsideration received for shares shall be conclusive.
(L. 1943 p. 410 § 19, A.L. 1961 p. 248, A.L. 1977 S.B. 115)(1960) Where director purchased treasury stock of the corporation for twenty dollars a share and subsequently resold it for twenty-five dollars a share upon sale ordered by the board of directors but which was not advertised and of which no notice was given to other stockholders, sale of the stock would be set aside, but the director should be reimbursed for the amount paid to the corporation for his stock. Johnson v. Duensing (A.), 340 S.W.2d 758.
(1966) In the absence of actual fraud in the sale of shares to officers and key employees of corporation under stock option plan, the judgment of the board of directors as to the value of the consideration received for the shares will not be interfered with, Saigh v. Busch (Mo.), 403 S.W.2d 559.
(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required. Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D.Mo.).