Corporate Appraisal and Dissenters'-Rights Procedure in Nebraska

At a glance

Requirements one by one

Transactions, market limits, and owners

Nebraska reaches approval-required mergers, the subsidiary side of a 90%-parent merger, acquired-company share exchanges, qualifying asset dispositions, a cash-out fractional-share amendment, materially adverse domestication, and conversion to nonprofit status or an unincorporated entity. Articles, bylaws, or a board resolution may add rights for another amendment, merger, exchange, or asset disposition. Continuing survivor shares and unexchanged classes are excluded. Neb. Rev. Stat. § 21-2,172(a).

The market-out covers federal covered securities, organized-market classes with at least 2,000 holders and $20 million market value after specified exclusions, and redeemable open-end investment-company shares. It is tested on the meeting record date or, without a meeting, the day before effect. Nonqualifying consideration and interested transactions restore rights. The articles may limit preferred-share rights only within the statute's exceptions. Neb. Rev. Stat. § 21-2,172(b)-(c).

A record holder may split shares only by beneficial or voting-trust owner, covering all class-or-series shares for that owner and disclosing the owner's name and address. A beneficial or voting-trust owner needs the record holder's written consent by the form deadline and must assert all owned shares of the class or series. Neb. Rev. Stat. § 21-2,173.

Notice, preservation, and the post-effective form

Meeting notice states that the corporation has concluded rights are, are not, or may be available. If rights are or may be available, the notice includes the appraisal statutes and current-enough annual and quarterly financial materials. Consent solicitation and later nonconsenter/nonvoter notice use parallel disclosures. The financial-information right can be waived in writing. Neb. Rev. Stat. § 21-2,174.

A meeting holder delivers written intent before the vote and does not vote or permit any share of the affected class or series to be voted in favor. A holder using the less-than-unanimous consent route does not sign a favorable consent. Failure ends the payment right. Neb. Rev. Stat. § 21-2,175.

No later than 10 days after effectiveness, the corporation sends the appraisal notice and form. The form identifies the first pre-effect announcement of the principal terms, requests acquisition and nonapproval certifications, gives the corporation's estimate, and supplies return and certificate-deposit directions. The corporation sets a form deadline 40 to 60 days after sending and a withdrawal deadline within 20 days after that form deadline. Neb. Rev. Stat. § 21-2,176.

The holder timely returns the signed form and deposits certificated shares. On deposit or, for uncertificated shares, form return, shareholder rights end. Missing the form or required deposit ends the payment right. Timely written withdrawal is allowed by the stated deadline; later withdrawal requires the corporation's written consent. Neb. Rev. Stat. § 21-2,177.

Payment, further demand, and court

Ordinary payment of the estimate plus interest is due within 30 days after the form deadline and carries financials, the estimate, and the further-demand warning. The estimate cannot be below the one in the appraisal notice. A holder who does not provide the requested preannouncement acquisition certification may receive the separate after-acquired-share offer procedure instead. Neb. Rev. Stat. §§ 21-2,178 to -179.

A dissatisfied holder states a written estimate and demands that amount plus interest, less any payment, within 30 days after receiving payment or an offer. Otherwise the holder accepts the payment or offer as the statute specifies. Neb. Rev. Stat. § 21-2,180.

The corporation petitions within 60 days after receiving an unsettled further demand or pays the demanded amount plus interest. Venue is district court in the principal-office county, with statutory registered-office fallbacks. All unsettled holders are joined and served; jurisdiction is plenary and exclusive, ordinary civil discovery applies, appraisers are optional, and there is no jury right. Neb. Rev. Stat. § 21-2,181.

Court costs ordinarily fall on the corporation, subject to equitable shifts for arbitrary, vexatious, or bad-faith conduct. Party expenses have separate noncompliance and misconduct rules, and a substantial common benefit may be allocated from benefited awards. A successful direct suit for an unpaid statutory amount carries all suit expenses. Neb. Rev. Stat. § 21-2,182.

What trips people up

The corporation's 40-to-60-day response date is measured from when it sends the appraisal notice, while the 30-day payment period is measured from when that response form is due. Neb. Rev. Stat. §§ 21-2,176(b)(2)(ii), -178(a).

The first shareholder announcement matters even without a continuous-holding rule. The form asks when beneficial ownership was acquired, and missing the certification permits the corporation to treat the shares under the separate after-acquired procedure. Neb. Rev. Stat. §§ 21-2,176(b)(1), -177(a), -179.

Appraisal is not a jury proceeding. The statute gives appraisal demanders civil discovery rights but expressly says there is no right to a jury trial. Neb. Rev. Stat. § 21-2,181(d).

Common questions

May a shareholder vote against the transaction and still demand appraisal?

The preservation rule forbids voting the affected shares in favor; it does not require an affirmative vote against. The separate written intent must still be delivered before the vote. Neb. Rev. Stat. § 21-2,175(a).

Does the corporation have to say whether appraisal rights exist?

It must state that it has concluded rights are, are not, or may be available. When the conclusion is that rights are or may be available, it also supplies the statute copy and financial information. Neb. Rev. Stat. § 21-2,174(a), (d).

What happens if the corporation misses the court deadline?

It must pay each unsettled shareholder the amount demanded in the further demand plus interest. Neb. Rev. Stat. § 21-2,181(a).

Can a shareholder challenge the transaction after approval?

Section 21-2,183 generally bars a postapproval validity challenge, injunction, rescission, or set-aside action, but lists exceptions for authorization defects, fraud or materially misleading disclosure, specified interested transactions, and a narrow less-than-unanimous-consent notice problem. Neb. Rev. Stat. § 21-2,183.

Statutes and sources

• Neb. Rev. Stat. §§ 21-2,171 through 21-2,175 define the actors, value, interest, triggers, exclusions, ownership rules, notices, and vote/consent preservation steps. Accessed September 5, 2026.
• Neb. Rev. Stat. §§ 21-2,176 through 21-2,180 govern the appraisal form, certificate deposit, withdrawal, payment, after-acquired shares, and further demand. Accessed September 5, 2026.
• Neb. Rev. Stat. §§ 21-2,181 through 21-2,183 govern the court case, discovery, jury bar, costs, expenses, direct payment suit, and validity-challenge boundary. Accessed September 5, 2026.