1. The court in an appraisal proceeding commenced under section 490.1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.\n\nTue Dec 09 22:07:44 2025 Iowa Code 2026, Chapter 490 (142, 1) §490.1331, BUSINESS CORPORATIONS 114\n\n 2. The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable, against any of the following:
a. The corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 490.1320, 490.1322, 490.1324, or 490.1325.
b. Either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this subchapter.
3. If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited. 4. To the extent the corporation fails to make a required payment pursuant to section 490.1324, 490.1325, or 490.1326, the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit. 89 Acts, ch 288, §144; 2002 Acts, ch 1154, §89, 125; 2013 Acts, ch 31, §65, 82; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §169, 230 Referred to in §490.1301\n\n 490.1332 through 490.1339 Reserved.\n\n PART 4 OTHER REMEDIES \n
Notes of Decisions
Sec. State Bank, Hartley v. Ziegeldorf, 554 N.W.2d 884 (Iowa 1996).
· cites it 15× “Iowa Code § 490.1331 (2). The trial court held the banks complied exactly with the statutory requirements.”
Sieg Co. v. Kelly, 568 N.W.2d 794 (Iowa 1997).
· cites it 13× “” Iowa Code § 490.1331 (2)(a), (b). The Kellys rely only on the second alternative to support their claim for attorney fees.”
City of Riverdale, Iowa v. Allen Diercks, Marie Randol, & Tammie Picton, 806 N.W.2d 643 (Iowa 2011).
· cites it 4× “We think “good faith” should be defined with a subjective focus for purposes of determining a party’s right to attorney fees under section 490.1331 for two reasons. First, the objective reasonableness of a party’s conduct is adequately addressed when considering whether the…”
Nw. Inv. Corp. v. Wallace, 741 N.W.2d 782 (Iowa 2007).
· cites it 4× “We review the denial of a request for attorney fees and expenses under Iowa Code section 490.1331 for abuse of discretion.”
Davis-Eisenhart Mktg. Co. v. Baysden, 539 N.W.2d 140 (Iowa 1995).
· cites it 2× “Iowa Code section 490.1331(2) provides sanctions in the form of fees, expenses of counsel, and expert witness fees against both the corporation and the dissenting shareholder if the court finds that either party acted arbitrarily, vexatiously, or in bad faith.”
Ely, Inc. v. Wiley, 587 N.W.2d 465 (Iowa 1998).
· cites it 2× “Throughout the litigation, Wiley has urged the court to award attorney fees pursuant to Iowa Code section 490.1331. To do so would require a finding that the corporation did not substantially comply with the statutory requirements or acted arbitrarily, vexatiously, or not in…”
RV Cent., Inc. v. Stanley Vander Plaats (Iowa Ct. App. 2020).
· cites it 10× “; see also Iowa Code § 490.1331 . But as noted above, because the case was tried in equity, we review this district court’s factual findings under a de novo review.”
— Iowa Code § 490.1331(2) — 4 cases
Sieg Co. v. Kelly, 568 N.W.2d 794 (Iowa 1997).
“” Iowa Code § 490.1331 (2)(a), (b). The Kellys rely only on the second alternative to support their claim for attorney fees.”
Davis-Eisenhart Mktg. Co. v. Baysden, 539 N.W.2d 140 (Iowa 1995).
“Iowa Code section 490.1331(2) provides sanctions in the form of fees, expenses of counsel, and expert witness fees against both the corporation and the dissenting shareholder if the court finds that either party acted arbitrarily, vexatiously, or in bad faith.”
Nw. Inv. Corp. v. Wallace, 741 N.W.2d 782 (Iowa 2007).
“We review the denial of a request for attorney fees and expenses under Iowa Code section 490.1331 for abuse of discretion.”
— Iowa Code § 490.1331(2)(b) — 2 cases
Sieg Co. v. Kelly, 568 N.W.2d 794 (Iowa 1997).
“” Iowa Code § 490.1331 (2)(a), (b). The Kellys rely only on the second alternative to support their claim for attorney fees.”
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