376.144. Acquisition of shares of dissenting stockholders, procedure--abandonment of mutualization.
Acquisition of shares of dissenting stockholders,procedure--abandonment of mutualization.
376.144. 1. If a stockholder of any domestic stock life insurancecorporation planning to become a mutual life insurance corporation undersection 376.142 files with the corporation prior to or at the meeting of thestockholders at which the plan is submitted to a vote, a written objection tosuch plan and does not vote in favor thereof, and such stockholder withintwenty days after the plan is approved by such meeting makes written demand onthe corporation for payment of the fair cash value of his shares as of the dayprior to the date on which such plan is approved by the stockholders,excluding from such fair cash value any appreciation or depreciation inconsequence of such mutualization, such stockholder shall be entitled toreceive, within ninety days after such fair cash value is agreed upon ordetermined, upon surrender of his certificates representing his shares, suchfair cash value thereof. Any stockholder who fails to make such objection orhaving objected fails to make demand within the twenty-day period shall beconclusively presumed to have consented to the plan and shall be bound by theterms thereof.
2. Any such objection and demand for the payment of the fair cash valueof shares shall state the number and kind of shares held by the dissentingstockholder making the demand, and the amount which such stockholder claims istheir fair cash value.
3. The right of a dissenting stockholder to be paid the fair cash valueof his shares shall cease when the corporation, for any reason and inaccordance with the provisions set forth in this section, abandons the plan tomutualize the corporation.
4. No demand for payment of such fair cash value may be withdrawn by thestockholder making the same unless the corporation, by its board of directors,consents to such withdrawal.
5. Within ten days after the receipt of any such demand the corporationshall inform such stockholder in writing whether it will pay the demandedamount, and, if it refuses to pay such amount, it shall offer in writing topay another amount as such fair cash value.
6. If, within thirty days after the date of the written demand made bythe dissenting stockholder, the value of such shares is agreed upon betweenthe dissenting stockholder and the corporation and such value is approved bythe director of the department of insurance, financial institutions andprofessional registration, payment therefor shall be made within ninety daysafter the date of such agreement, upon the surrender of the stockholder'scertificates representing such shares. Upon payment of the agreed value thedissenting stockholder ceases to have any interest in such shares and ceasesto be a stockholder in the corporation, but the shares previously held by himand upon which he has been paid such fair cash value shall be transferred toand held by the trustees appointed under subsections 2 and 3 of section376.143 for benefit of the corporation.
7. If, within such period of thirty days, the stockholder and thecorporation do not agree upon the value of the shares, the corporation, or thedissenting stockholder if he has complied with this section, may, within sixtydays after the expiration of the thirty-day period, petition the circuit courtof the county in which the principal office of the corporation is located, todetermine the fair cash value of the shares mentioned in such demand as of theday before the vote was taken approving such plan.
8. If such petition is not filed within the sixty-day period, the faircash value of the shares is conclusively deemed to be equal to the amountoffered to the dissenting stockholder by the corporation if any such offer hasbeen made or, if not, then an amount equal to that demanded by the dissentingstockholder.
9. The petition shall contain a brief statement of the facts and shallshow the vote and action objected to and facts entitling such dissentingstockholder to the relief demanded.
10. Upon the filing of such petition, the court, on the motion of thepetitioner, shall enter an order fixing a date for hearing, and requiring anotice of the filing and prayer of such petition and of the date for hearingto be given to the respondent or defendant in the manner in which a summons isrequired to be served or substituted service is required to be made in othercases.
11. On the day fixed for the hearing of such petition, or anyadjournment thereof, the court shall determine from the petition and suchevidence as is submitted by either party whether the dissenting stockholder isentitled to be paid the fair cash value of any shares, and the number of suchshares, and if the court finds and orders that such stockholder is entitled tobe paid the fair cash value of any number of shares, the court shall appointthree appraisers to determine the fair cash value of such number of shares asof the day before the vote objected to was taken, excluding from such faircash value any appreciation or depreciation in consequence of themutualization or vote of the corporation, and said court shall furtherinstruct the appraisers respecting their duties in making such determination.
12. The appraisers shall forthwith proceed to determine said fair cashvalue and said appraisers, or a majority of them, shall make a report or awardwithin ten days, unless the court increases said time, and shall file suchreport in the office of the clerk of the circuit court, whereupon, on themotion of either party, said report shall be submitted to the court andconsidered on such evidence as the court considers relevant, and if said awardis found to be reasonable, and is confirmed and approved by the court,judgment shall be rendered against the corporation for the payment of theamount of the award, with interest at six percent from a date which shall befixed in such judgment.
13. If such appraisers, or a majority of them, fail to make and file anaward within ten days, or within such further time as may be fixed by thecourt, or the award is not confirmed by the court, it shall summarilydetermine the fair cash value of said number of shares and render judgmenttherefor.
14. Any judgment shall further provide that simultaneously with itspayment the certificates evidencing the shares of stock affected shall besurrendered to the corporation and, upon the failure of the holder thereof tosurrender such certificates, the judgment shall stand as a cancellation ofsuch certificates.
15. The cost of the proceedings, including reasonable compensation tothe appraisers to be fixed by the court, shall be assessed or apportioned asthe court considers equitable.
16. Such a proceeding is considered as a special proceeding and shall beadvanced upon the court's docket, and final orders therein may be reviewed,affirmed, modified or reversed as in other civil actions or proceedings.
17. Two or more dissenting stockholders may join as plaintiffs or bejoined as defendants in any proceeding under this section, and two or moresuch proceedings may be consolidated.
18. A stockholder who so objects in writing and demands in writingpayment of the fair cash value of any shares shall not be entitled to votesuch shares or to exercise any rights respecting such shares or to receive anydividends or distributions thereon, unless the plan of mutualization isabandoned, or, with the consent of the corporation, the objection and demandare withdrawn; provided that if, prior to such abandonment, dividends are paidin money to stockholders who are of record on or after the day on which thevote was taken authorizing such mutualization, then an amount of money equalto the dividends otherwise payable upon such dissenting shares shall be paidto the holders of record thereof who would, except for their dissent, beentitled to receive such dividends, and each such payment shall be a creditupon the total amount to be paid for such shares by the corporation. All theholders of such dissenting shares of record at the time of any suchabandonment, shall thereupon be restored to the status of a stockholder, andany payments made previously on such shares shall be considered as dividendsthereon.
19. Any stockholder who has assented to the plan or who has beenconcluded by the vote of the assenting stockholders, and any stockholder whohas objected and made demand in writing for the fair cash value of his sharessubsequent to which an agreement has been reached fixing such fair cash value,but who fails to surrender his certificates for cancellation upon payment ofthe amount to which he is entitled, may be ordered to do so by a decree of thecircuit court for the county in which the principal office of such corporationis located after notice and hearing in an action instituted by the corporationfor that purpose, and such decree may provide that, upon the failure of thestockholder to surrender such certificates for cancellation, the decree shallstand in lieu of such surrender and cancellation.
20. At any time before there has been a vote of the policyholdersapproving a plan of mutualization, the corporation may abandon such plan bythe same vote of the directors and of the stockholders as was required for itsadoption. Upon such abandonment, the rights of any stockholders to be paidfor their stock in accordance with the plan, and the rights of any dissentingstockholders to be paid the fair cash value of their stock, whether or notjudgment may have been rendered therefor, shall terminate, and the corporationshall continue to conduct its business as a domestic stock life insurancecorporation as though no plan of mutualization had ever been adopted.
(L. 1957 p. 224 § 3)