reglab/housing_qa huggingface dataset:
NE Code § 21-2,176 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,176 - Appraisal notice and form.

21-2,176.  Appraisal notice and form.(MBCA 13.22) (a) If a corporate action requiring appraisal rights under subsection (a) of section 21-2,172 becomes effective, the corporation must send a written appraisal notice and form required by subdivision (b)(1) of this section to all shareholders who satisfy the requirements of subsection (a) or (b) of section 21-2,175. In the case of a merger under section 21-2,165, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.(b) The appraisal notice must be delivered no earlier than the date the corporate action specified in subsection (a) of section 21-2,172 became effective, and no later than ten days after such date, and must:(1) Supply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction;(2) State:(i) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (2)(ii) of this subsection;(ii) A date by which the corporation must receive the form, which date may not be fewer than forty nor more than sixty days after the date the appraisal notice under subsection (a) of this section is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;(iii) The corporation's estimate of the fair value of the shares;(iv) That, if requested in writing, the corporation will provide, to the shareholder so requesting within ten days after the date specified in subdivision (2)(ii) of this subsection, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and(v) The date by which the notice to withdraw under section 21-2,177 must be received, which date must be within twenty days after the date specified in subdivision (2)(ii) of this subsection; and(3) Be accompanied by a copy of sections 21-2,171 to 21-2,183.Source Laws 2014, LB749, § 176.
NE Code § 21-2,177 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,177 - Perfection of rights; right to withdraw.

21-2,177.  Perfection of rights; right to withdraw.(MBCA 13.23) (a) A shareholder who receives notice pursuant to section 21-2,176 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subdivision (b)(2)(ii) of section 21-2,176. In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision (b)(1) of section 21-2,176. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 21-2,179. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (b) of this section.(b) A shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subdivision (b)(2)(v) of section 21-2,176. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.(c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 21-2,176, shall not be entitled to payment under sections 21-2,171 to 21-2,183.Source Laws 2014, LB749, § 177.
NE Code § 21-2,178 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,178 - Payment.

21-2,178.  Payment.(MBCA 13.24) (a) Except as provided in section 21-2,179, within thirty days after the form required by subdivision (b)(2)(ii) of section 21-2,176 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) of section 21-2,177 the amount the corporation estimates to be the fair value of their shares, plus interest.(b) The payment to each shareholder pursuant to subsection (a) of this section must be accompanied by:(1)(i) The annual financial statements specified in subsection (a) of section 21-2,227 of the corporation that issued the shares to be appraised, which shall be of a date ending not more than sixteen months before the date of payment and shall comply with subsection (b) of section 21-2,227, except that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any;(2) A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to subdivision (b)(2)(iii) of section 21-2,176; and(3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 21-2,180 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under sections 21-2,171 to 21-2,183.Source Laws 2014, LB749, § 178.
NE Code § 21-2,179 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,179 - After-acquired shares.

21-2,179.  After-acquired shares.(MBCA 13.25) (a) A corporation may elect to withhold payment required by section 21-2,178 from any shareholder who was required to, but did not, certify that beneficial ownership of all the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision (b)(1) of section 21-2,176.(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within thirty days after the form required by subdivision (b)(2)(ii) of section 21-2,176 is due, notify all shareholders who are described in subsection (a) of this section:(1) Of the information required by subdivision (b)(1) of section 21-2,178;(2) Of the corporation's estimate of fair value pursuant to subdivision (b)(2) of section 21-2,178;(3) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 21-2,180;(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and(5) That those shareholders who do not satisfy the requirements for demanding appraisal under section 21-2,180 shall be deemed to have accepted the corporation's offer.(c) Within ten days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (b)(2) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.(d) Within forty days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (b)(2) of this section to each shareholder described in subdivision (b)(5) of this section.Source Laws 2014, LB749, § 179.
NE Code § 21-2,180 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,180 - Procedure if shareholder dissatisfied with payment or offer.

21-2,180.  Procedure if shareholder dissatisfied with payment or offer.(MBCA 13.26) (a) A shareholder paid pursuant to section 21-2,178 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under section 21-2,178. A shareholder offered payment under section 21-2,179 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.(b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) of this section within thirty days after receiving the corporation's payment or offer of payment under section 21-2,178 or 21-2,179, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.Source Laws 2014, LB749, § 180.
NE Code § 21-2,181 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,181 - Court action.

21-2,181.  Court action.(MBCA 13.30) (a) If a shareholder makes demand for payment under section 21-2,180 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 21-2,180 plus interest.(b) The corporation shall commence the proceeding in the district court of the county where the corporation's 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 commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.(c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.(e) Each shareholder made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (2) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 21-2,179.Source Laws 2014, LB749, § 181.
NE Code § 21-2,182 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,182 - Court costs and expenses.

21-2,182.  Court costs and expenses.(MBCA 13.31) (a) The court in an appraisal proceeding commenced under section 21-2,181 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by sections 21-2,171 to 21-2,183.(b) The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 21-2,174, 21-2,176, 21-2,178, or 21-2,179; or(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds the party against whom expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by sections 21-2,171 to 21-2,183.(c) If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.(d) To the extent the corporation fails to make a required payment pursuant to section 21-2,178, 21-2,179, or 21-2,180, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.Source Laws 2014, LB749, § 182.
NE Code § 21-2,183 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,183 - Other remedies limited.

21-2,183.  Other remedies limited.(MBCA 13.40) (a) The legality of a proposed or completed corporate action described in subsection (a) of section 21-2,172 may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.(b) Subsection (a) of this section does not apply to a corporate action that:(1) Was not authorized and approved in accordance with the applicable provisions of:(i) Sections 21-2,125 to 21-2,170;(ii) The articles of incorporation or bylaws; or(iii) The resolution of the board of directors authorizing the corporate action;(2) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;(3) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 21-2,122 and has been approved by the shareholders in the same manner as is provided in section 21-2,123 as if the interested transaction were a director's conflicting interest transaction; or(4) Is approved by less than unanimous consent of the voting shareholders pursuant to section 21-256 if:(i) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected; and(ii) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.Source Laws 2014, LB749, § 183.
NE Code § 21-2,184 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,184 - Dissolution by incorporators or initial directors.

21-2,184.  Dissolution by incorporators or initial directors.(MBCA 14.01) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:(1) The name of the corporation;(2) The date of its incorporation;(3) Either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;(4) That no debt of the corporation remains unpaid;(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and(6) That a majority of the incorporators or initial directors authorized the dissolution.Source Laws 2014, LB749, § 184.
NE Code § 21-2,185 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,185 - Dissolution by board of directors and shareholders.

21-2,185.  Dissolution by board of directors and shareholders.(MBCA 14.02) (a) A corporation's board of directors may propose dissolution for submission to the shareholders.(b) For a proposal to dissolve to be adopted:(1) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) section 21-2,101 applies. If either subdivision (1)(i) or (ii) of this subsection applies, it must communicate the basis for so proceeding; and(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.Source Laws 2014, LB749, § 185.
NE Code § 21-2,186 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,186 - Articles of dissolution.

21-2,186.  Articles of dissolution.(MBCA 14.03) (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized; and(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by the Nebraska Model Business Corporation Act and by the articles of incorporation.(b) A corporation is dissolved upon the effective date of its articles of dissolution.(c) For purposes of sections 21-2,184 to 21-2,192, dissolved corporation means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.Source Laws 2014, LB749, § 186.
NE Code § 21-2,187 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,187 - Revocation of dissolution.

21-2,187.  Revocation of dissolution.(MBCA 14.04) (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) The name of the corporation;(2) The effective date of the dissolution that was revoked;(3) The date that the revocation of dissolution was authorized;(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) If shareholder action was required to revoke the dissolution, the information required by subdivision (a)(3) of section 21-2,186.(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.Source Laws 2014, LB749, § 187.
NE Code § 21-2,188 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,188 - Effect of dissolution.

21-2,188.  Effect of dissolution.(MBCA 14.05) (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1) Collecting its assets;(2) Disposing of its properties that will not be distributed in kind to its shareholders;(3) Discharging or making provision for discharging its liabilities;(4) Distributing its remaining property among its shareholders according to their interests; and(5) Doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not:(1) Transfer title to the corporation's property;(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(3) Subject its directors or officers to standards of conduct different from those prescribed in sections 21-284 to 21-2,124;(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(7) Terminate the authority of the registered agent of the corporation.Source Laws 2014, LB749, § 188.