17-6405.
Fractional shares; certificated or uncertificated shares.
A corporation may issue, but shall not be required to issue, fractions of a share. If it does not issue fractions of a share, it shall: (a) Arrange for the disposition of fractional interests by those entitled thereto; (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (c) issue scrip or warrants in registered form, either represented by a certificate or uncertificated, or in bearer form, represented by a certificate, which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation, but scrip or warrants shall not so entitle the holder thereof, unless otherwise provided therein. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares or for uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.
History:
L. 1972, ch. 52, § 32; L. 1986, ch. 399, § 3; L. 2016, ch. 110, § 33; July 1.
Notes of Decisions
Arnaud v. Stockgrowers State Bank of Ashland, 992 P.2d 216 (Kan. 1999).
· cites it 6× “The purpose of the reverse stock split was to leave the plaintiffs with a fractional share and eliminate them as shareholders by invoicing K.S.A. 17-6405. K.S.A. 17-6405 authorizes, among other things, a corporation to refuse to issue fractional shares and “pay in cash the fair…”
In Re Est. of Hjersted, 175 P.3d 810 (Kan. 2008).
· cites it 4× “2d 216 (1999), we addressed a corporation's reverse stock, split and forced buyout of minority shareholders' stock in order to prevent any fractional share holdings pursuant to K.S.A. 17-6405. Appraisers determined "fair market value," then, after applying minority and…”
Welch v. via Christi Health Partners, Inc., 133 P.3d 122 (Kan. 2006).
· cites it 2× “2d 216 (1999), this court considered the following certified question: “ ‘Is it proper for a corporation to determine the “fair value” of a fractional share pursuant to K.S.A. § 17-6405 by applying minority and marketability discounts when the fractional share resulted from a…”
First W. Bank Wall v. Olsen, 2001 SD 16 (S.D. 2001).
“See Kan. Stat. Ann. § 17-6405 (1995). In determining the fair value, the bank applied a 23% minority discount.”
Achey v. Linn Cnty. Bank, 931 P.2d 16 (Kan. 1997).
· cites it 2× “17-6602, and K.S.A. 17-6405. K.S.A. 9-904, which is a part of the Banking Code addressing reduction of capital stock, provides in applicable part: “The capital stock of any bank or trust company may be reduced to the minimum provided by law for a new bank or trust company by…”
Lerner v. Lerner Corp., 750 A.2d 709 (Md. Ct. Spec. App. 2000).
“604 (West 1999); Kan. Stat. Ann. § 17-6405 (1999); Ky.Rev.”
Lerner v. Lerner Corp., 750 A.2d 709 (Md. Ct. Spec. App. 2000).
“604 (West 1999); Kan. Stat. Ann. § 17-6405 (1999); Ky. Rev.”
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