Weber v. Iowa State Bank and Trust Co.
| Decision Date | 10 August 2006 |
| Docket Number | No. 05-4274.,05-4274. |
| Citation | 457 F.3d 857 |
| Parties | James E. WEBER, Trustee of the James E. Weber Revocable Trust u/d 2/18/04, Plaintiff-Appellant, v. IOWA STATE BANK AND TRUST COMPANY of FAIRFIELD, IOWA; Iowa State Financial Services Corporation; Bill Adam; Nelson Anderson; Joe Carr; Sarah Cochran; David C. Eastburn; Mike Greiner; Pat McMahon; Jay Silverman; Jon Simplot; Tom Thompson; Steve Triplett, Defendants-Appellees. |
| Court | U.S. Court of Appeals — Eighth Circuit |
James E. Weber, West Palm Beach, FL, pro se.
Mark McCormick, Robert Duane Sharp, Michael R. Reck, Belin & Lamson, Des Moines, IA, Kevin Andrew Reck, Foley & Lardner, Orlando, FL, for Defendants-Appellees.
Before WOLLMAN, BRIGHT, and BOWMAN, Circuit Judges.
James Weber, a former shareholder of Iowa State Bank and Trust Company of Fairfield, Iowa ("the Bank"), sued the Bank over its decision to enact a reverse stock split that effectively eliminated Weber's shares. The district court1 granted the Bank's motion for summary judgment, dismissing Weber's action, and Weber now appeals. We affirm.
We state the undisputed facts. For more than fifty years, Weber, a Florida resident, held a minority of shares in the Bank. In 1999, defendant Iowa State Financial Services ("Holding Company") formed to purchase the Bank's outstanding shares. Most of the Bank's shareholders were given the option to transfer their shares in the Bank into Holding Company shares. Weber, along with certain other shareholders outside of Iowa, was not given the option to transfer his shares; he was given the choice of keeping his Bank stock or accepting cash for the shares. Weber chose to keep his shares in the Bank.
In the fall of 2004, the Bank decided to effectuate a reverse stock split for the purpose of eliminating the Bank's minority shareholders. This would allow the Bank to reduce some costs and simplify some corporate procedures. The Bank informed Weber that he could seek an appraisal if he felt the Bank had underpaid him for his shares. Weber did not seek an appraisal. Instead, he filed the instant lawsuit, contesting the Bank's right to engage in a reverse stock split.
Iowa law specifically states that an appraisal is the sole and exclusive remedy for a shareholder in the event of a reverse stock split.2 Iowa Code § 490.1302.4. Under section 490.1302.4., a shareholder is "not entitled to challenge a completed corporate action for which appraisal rights are available." As the district court observed in its expansive and well-reasoned opinion, this shareholder and appellant completely...
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...Inc. v. Snyder, 169 Wash.2d 199, 237 P.3d 241 (2010) (citing Wash. Rev.Code § 23B.13.020, subd. 2 (2008)); Weber v. Iowa State Bank & Trust Co., 457 F.3d 857 (8th Cir.2006) (citing Iowa Code § 490.1302.4 (2005)). Minnesota minority shareholders do not have the benefit of dissent and apprais......
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Weber v. Iowa State Bank
...TRUST COMPANY OF FAIRFIELD, IOWA, et al.No. 06-776.Supreme Court of the United StatesFeb. 20, 2007. OPINION TEXT STARTS HERE Case below, 457 F.3d 857. Petition for writ of certiorari to the United States Court of Appeals for the Eighth Circuit ...