Wis. Stat. § 180.1328

Procedure if dissenter dissatisfied with payment or offer

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180.1328180.1328 Procedure if dissenter dissatisfied with payment or offer.

180.1328(1)(1) A dissenter may, in the manner provided in sub. (2), notify the corporation of the dissenter’s estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment received under s. 180.1325, or reject the offer under s. 180.1327 and demand payment of the fair value of his or her shares and interest due, if any of the following applies:

180.1328(1)(a)(a) The dissenter believes that the amount paid under s. 180.1325 or offered under s. 180.1327 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.

180.1328(1)(b)(b) The corporation fails to make payment under s. 180.1325 within 60 days after the date set under s. 180.1322 for demanding payment.

180.1328(1)(c)(c) The issuer corporation, having failed to effectuate the corporate action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set under s. 180.1322 for demanding payment.

180.1328(2)(2) A dissenter waives his or her right to demand payment under this section unless the dissenter notifies the corporation of his or her demand under sub. (1) in writing within 30 days after the corporation made or offered payment for his or her shares. The notice shall comply with s. 180.0141.

180.1328 HistoryHistory: 1989 a. 303.

180.1328 AnnotationWhen payment is made by check, the payment date under sub. (2) is the date the payee receives the check. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.

Notes of Decisions

Cited in 7 cases, 2000–2012 · leading case: Notz v. Everett Smith Group, Ltd.

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Notz v. Everett Smith Group, Ltd. (2009) wis · cites it 8× “Notz demanded payment at a price acceptable to him pursuant to Wis. Stat. § 180.1328 . ATS did not accept Notz's price demand, but instead, ATS filed a court action to determine the fair value of Notz's shares.”

HMO-W INC. v. SSM Health Care System (2003) wisctapp · cites it 12× “§ 180.1328. If that demand remains unsettled, the corporation must "bring a special proceeding" in the circuit court within a specified time limit and petition the court "to determine the fair value of the shares and accrued interest.”

HMO-W INC. v. SSM Health Care System (2000) wis · cites it 2× “" If the shareholder expresses dissatisfaction with the payment of shares offered by the corporate entity and complies with the appropriate procedures, a corporation may institute a special proceeding and petition the court to make a binding determination as to the fair value of…”

Albert Trostel & Sons Co. v. Notz (2008) wied · cites it 2× “1330: (1) If a demand for payment under § 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under § 180.”

Albert Trostel & Sons Co. v. Notz (2012) ca7 “Wis. Stat. 180.1328. As of that date, Trostel’s shares did not include any element of value attributable to the Dick-ten & Masch transaction — except for the payment Trostel received for Trostel SEG, and Notz received full credit for that.”

Kohler Co. v. Sogen International Fund, Inc. (2000) wisctapp · cites it 9× “See Wis. Stat. § 180.1328 (2). Because it determined that Sanborn had waived its dissenter rights, Kohler did not name Sanborn as a respondent in the proceeding to settle the valuation of its shares.”

Kohler Co. v. Sogen International Fund, Inc. (2000) wisctapp · cites it 5× “§ 180.1328(1). To resolve this dispute, Kohler petitioned the court for a special proceeding pursuant to WIS.”

— Wis. Stat. § 180.1328(1) — 3 cases

HMO-W INC. v. SSM Health Care System (2003) wisctapp “§ 180.1328. If that demand remains unsettled, the corporation must "bring a special proceeding" in the circuit court within a specified time limit and petition the court "to determine the fair value of the shares and accrued interest.”

Kohler Co. v. Sogen International Fund, Inc. (2000) wisctapp “See Wis. Stat. § 180.1328 (2). Because it determined that Sanborn had waived its dissenter rights, Kohler did not name Sanborn as a respondent in the proceeding to settle the valuation of its shares.”

Kohler Co. v. Sogen International Fund, Inc. (2000) wisctapp “§ 180.1328(1). To resolve this dispute, Kohler petitioned the court for a special proceeding pursuant to WIS.”

— Wis. Stat. § 180.1328(2) — 2 cases

Kohler Co. v. Sogen International Fund, Inc. (2000) wisctapp “§ 180.1328(1). To resolve this dispute, Kohler petitioned the court for a special proceeding pursuant to WIS.”

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