Wisconsin Statutes
Wis. Stat. § 180.1301 (2026)
Definitions
✓ current as of July 2026
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180.1301(1)(1) “Beneficial shareholder” means a person who is a beneficial owner of shares held by a nominee as the shareholder.
180.1301(2)(2) “Corporation” means the issuer corporation or, if the corporate action giving rise to dissenters’ rights under s. 180.1302 is a merger or interest exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the interest exchange.
180.1301(3)(3) “Dissenter” means a shareholder or beneficial shareholder who is entitled to dissent from corporate action under s. 180.1302 and who exercises that right when and in the manner required by ss. 180.1320 to 180.1328.
180.1301(4)(4) “Fair value”, with respect to a dissenter’s shares other than in a business combination, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. “Fair value”, with respect to a dissenter’s shares in a business combination, means market value, as defined in s. 180.1130 (9) (a) 1. to 4.
180.1301(5)(5) “Interest” means interest from the effectuation date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all of the circumstances.
180.1301(6)(6) “Issuer corporation” means a domestic corporation that is the issuer of the shares held by a dissenter before the corporate action.
180.1301 Annotation“Date of payment” in sub. (5) refers to the actual payment date by a corporation following a special proceeding, even if the payment occurs after a “verdict, decision or report,” within the meaning of s. 814.04 (4), or after “judgment,” within the meaning of s. 815.05 (8). Thus the definition of interest contained in sub. (5) applies to the time period following a court decision on fair value until final payment is made. HMO-W Incorporated v. SSM Health Care System, 2003 WI App 137, 266 Wis. 2d 69, 667 N.W.2d 733, 02-0042.
180.1301 AnnotationThe phrase “rate that is fair and equitable under all of the circumstances” in sub. (5) directs the circuit court to consider the circumstances of the particular case in determining the interest rate to be paid. It was appropriate under this standard to look at the borrowing power of a parent corporation to determine if the rate the subsidiary would obtain would be the rate the parent could obtain. HMO-W Incorporated v. SSM Health Care System, 2003 WI App 137, 266 Wis. 2d 69, 667 N.W.2d 733, 02-0042.
Notes of Decisions
Cited in 7
cases, 1999–2010 · leading case: HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003).
HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). “§ 180.1301 provides definitions for terms used in §§ 180.”
HMO-W INC. v. SSM Health Care Sys., 2000 WI 46 (Wis. 2000). “1301 (4) provides: "Fair value", with respect to a dissenter's shares other than in a business combination, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in…”
Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). “§§ 180.1301 to 180.1331 (1999-2000). [3] It also asserts that the notice was not accompanied by a copy of those statutes, as is required, and that neither Bakst nor the Trust has ever received the requisite notice of dissenters' rights from GAT.”
Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). “85(C) (Anderson 2001) ("fair cash value"); and (5) Wisconsin, Wis. Stat. Ann. §§ 180.1301 , 180.1130(9)(a) ("market value" for business combinations and "fair value" for other fundamental changes).”
HMO-W INC. v. SSM Health Care Sys., 598 N.W.2d 577 (Wis. Ct. App. 1999). “The term "fair value" is defined in § 180.1301(4), Stats., as follows: "Fair value," with respect to a dissenter's shares other than in a business combination, means the value of the shares immediately before the effec-tuation of the corporate action to which the dissenter…”
Albert Trostel & Sons Co. v. Notz, 536 F. Supp. 2d 969 (E.D. Wis. 2008). “Therefore, to the extent that the Notz Interests can show that the misconduct alleged in subsections “3(a)-(g)” is intertwined with the value of shares immediately prior to the merger, see § 180.1301(4); 8 id. ¶ 31, or relevant to “gauging or impeaching the credibility of…”
Brooks v. Brooks Furniture Mfgrs., Inc., 325 S.W.3d 904 (Ky. Ct. App. 2010). “85(C) (Anderson 2001) ("fair cash value"); and (5) Wisconsin, Wis. Stat. Ann. §§ 180.1301 , 180.1130(9)(a) ("market value" for business combinations and "fair value" for other fundamental changes).”
— Wis. Stat. § 180.1301(1) — 1 case
Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). “§§ 180.1301 to 180.1331 (1999-2000). [3] It also asserts that the notice was not accompanied by a copy of those statutes, as is required, and that neither Bakst nor the Trust has ever received the requisite notice of dissenters' rights from GAT.”
— Wis. Stat. § 180.1301(2) — 1 case
HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). “§ 180.1301 provides definitions for terms used in §§ 180.”
— Wis. Stat. § 180.1301(3) — 1 case
Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). “§§ 180.1301 to 180.1331 (1999-2000). [3] It also asserts that the notice was not accompanied by a copy of those statutes, as is required, and that neither Bakst nor the Trust has ever received the requisite notice of dissenters' rights from GAT.”
— Wis. Stat. § 180.1301(4) — 2 cases
HMO-W INC. v. SSM Health Care Sys., 598 N.W.2d 577 (Wis. Ct. App. 1999). “The term "fair value" is defined in § 180.1301(4), Stats., as follows: "Fair value," with respect to a dissenter's shares other than in a business combination, means the value of the shares immediately before the effec-tuation of the corporate action to which the dissenter…”
Albert Trostel & Sons Co. v. Notz, 536 F. Supp. 2d 969 (E.D. Wis. 2008). “Therefore, to the extent that the Notz Interests can show that the misconduct alleged in subsections “3(a)-(g)” is intertwined with the value of shares immediately prior to the merger, see § 180.1301(4); 8 id. ¶ 31, or relevant to “gauging or impeaching the credibility of…”
— Wis. Stat. § 180.1301(5) — 1 case
HMO-W INC. v. SSM Health Care Sys., 2003 WI App 137 (Wis. Ct. App. 2003). “§ 180.1301 provides definitions for terms used in §§ 180.”
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