Wis. Stat. § 180.1330
Court action
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180.1330(1)(1) If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
180.1330(2)(2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose interests were acquired by the foreign corporation.
180.1330(3)(3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14.
180.1330(4)(4) The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
180.1330(5)(5) Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:
180.1330(5)(a)(a) The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation.
180.1330(5)(b)(b) The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenter’s notice under s. 180.1322 (2) (c), for which the corporation elected to withhold payment under s. 180.1327.
180.1330 AnnotationBecause this section does not provide for different procedures, all procedural mechanisms under chs. 801 to 847 are available in an action under this section. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.
180.1330 AnnotationSubs. (2) and (4) establish a rule of venue applicable within Wisconsin’s judicial system and do not attempt to block corporations from using federal diversity jurisdiction. Albert Trostel & Son v. Edward Notz, 679 F.3d 627 (2012).
Notes of Decisions
Cited in 11
cases, 1999–2019 · leading case: Notz v. Everett Smith Group, Ltd.
Notz v. Everett Smith Group, Ltd. (2009)
“This is the same type of action Notz has pending in federal district court pursuant to Wis. Stat. § 180.1330 . ¶ 56 Wisconsin does not have an Election to Purchase provision in its Business Corporation Act.”
HMO-W INC. v. SSM Health Care System (2003)
“§ 180.1330. The dispute over the fair value of the stock has been resolved.”
Albert Trostel & Sons Co. v. Notz (2008)
“Wis. Stat. § 180.1330 . The purpose underlying specification of the court where appraisal actions should be brought is to provide “one forum where all claims for appraisal may be consolidated regardless of claimants’ places of residence, thus eliminating a multiplicity of…”
HMO-W INC. v. SSM Health Care System (2000)
“Pursuánt to Wis. Stat. § 180.1330 (1), HMO-W instituted a special proceeding to determine the fair value of the dissenting shares.”
HMO-W INC. v. SSM Health Care System (1999)
“The primary issue is whether a circuit court may apply a minority discount when appraising the "fair value" of a dissenter’s shares under § 180.1330, Stats. We conclude that such a discount violates the primary purpose of the dissenters' rights statute, which is to protect…”
Notz v. Everett Smith Group, Ltd. (2008)
“But Notz does not own any shares in either the pre- or post-merger Albert Trostel & Sons; he surrendered those shares and the "fair value" of those shares is currently being litigated in another forum, as provided for by WIS.”
Albert Trostel & Sons Co. v. Notz (2012)
“Wis. Stat. § 180.1330 (1). Trostel filed in the United States District Court for the Eastern District of Wisconsin under the diversity jurisdiction, 28 U.”
Kohler Co. v. Sogen International Fund, Inc. (2000)
“Sanborn intervened in Kohler's Wis. Stat. § 180.1330 (1997-98) 1 special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
Kohler Co. v. Sogen International Fund, Inc. (2000)
“§ 180.1330 (1997-98) [1] special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
Edelson PC v. The Bandas Law Firm PC (2018)
“at 629 (quoting Wis. Stat. § 180.1330 (2)); see also Truck Components Inc.”
Reynolds Am. Inc. v. Third Motion Equities Master Fund Ltd. (2019)
“” (emphasis added)); Wis. Stat. § 180.1330 (1998) (“Each dissenter made a party to the special proceeding is entitled to judgment for any of the following: (a) The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount…”
— Wis. Stat. § 180.1330(1) — 5 cases
HMO-W INC. v. SSM Health Care System (2003)
“§ 180.1330. The dispute over the fair value of the stock has been resolved.”
Albert Trostel & Sons Co. v. Notz (2008)
“Wis. Stat. § 180.1330 . The purpose underlying specification of the court where appraisal actions should be brought is to provide “one forum where all claims for appraisal may be consolidated regardless of claimants’ places of residence, thus eliminating a multiplicity of…”
HMO-W INC. v. SSM Health Care System (1999)
“The primary issue is whether a circuit court may apply a minority discount when appraising the "fair value" of a dissenter’s shares under § 180.1330, Stats. We conclude that such a discount violates the primary purpose of the dissenters' rights statute, which is to protect…”
Kohler Co. v. Sogen International Fund, Inc. (2000)
“Sanborn intervened in Kohler's Wis. Stat. § 180.1330 (1997-98) 1 special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
Kohler Co. v. Sogen International Fund, Inc. (2000)
“§ 180.1330 (1997-98) [1] special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
— Wis. Stat. § 180.1330(2) — 2 cases
Albert Trostel & Sons Co. v. Notz (2008)
“Wis. Stat. § 180.1330 . The purpose underlying specification of the court where appraisal actions should be brought is to provide “one forum where all claims for appraisal may be consolidated regardless of claimants’ places of residence, thus eliminating a multiplicity of…”
Albert Trostel & Sons Co. v. Notz (2012)
“Wis. Stat. § 180.1330 (1). Trostel filed in the United States District Court for the Eastern District of Wisconsin under the diversity jurisdiction, 28 U.”
— Wis. Stat. § 180.1330(3) — 2 cases
Kohler Co. v. Sogen International Fund, Inc. (2000)
“Sanborn intervened in Kohler's Wis. Stat. § 180.1330 (1997-98) 1 special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
Kohler Co. v. Sogen International Fund, Inc. (2000)
“§ 180.1330 (1997-98) [1] special proceeding for a determination of the fair value of the shares Kohler sought to purchase from its shareholders.”
— Wis. Stat. § 180.1330(5) — 1 case
HMO-W INC. v. SSM Health Care System (2003)
“§ 180.1330. The dispute over the fair value of the stock has been resolved.”
— Wis. Stat. § 180.1330(5)(a) — 1 case
HMO-W INC. v. SSM Health Care System (2003)
“§ 180.1330. The dispute over the fair value of the stock has been resolved.”
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