Section 13 Section 351.410 Merger and Sale of Assets

• Library: Bus Trans 2005

The procedures for dissenting shareholders to perfect their appraisal rights upon a Section 351.410 Merger, § 351.410, RSMo Supp. 2004, or the sale of all or substantially all of a corporation’s assets are substantially the same:

• § 351.455, RSMo Supp. 2004 (merger)

• § 351.405, RSMo 2000 (sale of assets)

To perfect appraisal rights, the dissenting shareholder must:

• file a written objection to the merger or sale of assets with the corporation before or at the meeting of the shareholders at which the plan of merger or sale of assets is submitted to a vote

• not vote in favor of the plan of merger or sale of assets; and

• within 20 days after the merger becomes effective or the sale of assets is approved, submit a written demand upon the corporation for payment of the fair value of their stock as of the day before the date of the vote approving the plan of merger or sale of assets

The...