Corporate Appraisal and Dissenters'-Rights Procedure in Wisconsin
At a glance
| Governing law, corporation, shareholder, and transaction scope | Wisconsin Business Corporation Law §§ 180.1301 to 180.1331; shareholder or beneficial shareholder of domestic issuer; survivor/acquirer included after merger or interest exchange (§ 180.1301(1)-(3), (6)) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Vote-required merger; subsidiary-parent merger; some parent-subsidiary mergers; voting holder in acquired-company interest exchange; qualifying all/substantially-all asset sale/exchange; governing-record/board expansion. Articles may add five adverse amendment effects. No general conversion or domestication trigger (§ 180.1302(1)-(2)) |
| Market-out, public-company, consideration, and governing-record expansion | Unless articles restore rights, class/series registered on national exchange or Nasdaq-quoted is excluded at meeting-notice record date. No holder-count, market-value, consideration, or interested-transaction exception stated. Governing records/board may add shareholder-voted rights; articles may add specified adverse-amendment rights (§ 180.1302(1)-(2), (4)) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record holder may split only by beneficial owner, dissenting all shares for that person and disclosing name/address. Beneficial owner needs record-holder written consent by assertion and asserts all beneficially owned shares. No express continuous-holding rule; preannouncement ownership controls after-acquired treatment (§§ 180.1303, 180.1322 to 180.1327) |
| Meeting, consent, short-form, and post-effective notice | Meeting notice says rights are or may be available and includes the full dissenters' chapter. Action authorized without shareholder vote triggers written authorization notice plus dissenters' notice. Dissenters' notice due within 10 days after authorization, with destinations, uncertificated restrictions, form/announcement date, 30-60-day demand date (§§ 180.1320, 180.1322) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting holder delivers compliant written intent before vote and does not vote shares in favor; failure ends payment right. No consent- or tender-specific preservation rule stated (§ 180.1321) |
| Post-effective appraisal notice, form, share deposit, and deadline | Notice/form due within 10 days after authorization, not effectiveness; corporation-set demand date 30-60 days after delivery. Holder demands in writing, certifies preannouncement ownership, and deposits certificates as directed; missing demand/deposit ends right. Uncertificated shares may be transfer-restricted (§§ 180.1322 to 180.1324) |
| Corporation payment/offer, supplemental demand, and withdrawal | Except after-acquired shares, corporation pays estimate plus interest as soon as later of effect or demand, with ≤16-month financials and further-demand notice. After-acquired shares get offer. Further demand due within 30 days after payment/offer. If action not effected within 60 days after demand date, return shares/release restrictions and restart if later effected. No express withdrawal procedure (§§ 180.1325 to 180.1328) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation brings special proceeding within 60 days after unsettled further demand or pays demand. Circuit court in principal-office county, registered-office fallback; all dissenters joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery. No jury rule stated. Corporate-cost default with misconduct/noncompliance shifts and common-benefit allocation (§§ 180.1330 to 180.1331) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Ordinary fair value immediately before effect, excluding anticipatory appreciation/depreciation unless inequitable; business-combination shares use separate statutory market-value definition. Interest uses corporation's average current principal-bank-loan rate or fair/equitable rate if none. Action challenge barred unless unlawful or fraudulent, subject to statutory exception. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 180.1301(4)-(5), 180.1302(5)) |
Requirements one by one
Transactions, market limit, and owners
Wisconsin reaches a vote-required merger, a subsidiary merged with its parent, and some parent-into-subsidiary mergers. It also covers an entitled voter in an acquired-company interest exchange, a qualifying all-or-substantially-all asset sale or exchange, and shareholder-voted rights added by governing records or a board resolution. The articles may add rights for five adverse amendment effects. The list has no general conversion or domestication trigger. Wis. Stat. § 180.1302(1)-(2).
Unless the articles restore rights, a class or series registered on a national exchange or Nasdaq-quoted is excluded on the meeting-notice record date. The statute states no holder-count, market-value, consideration, or interested- transaction exception. Wis. Stat. § 180.1302(4).
A record holder may split shares only by beneficial owner, covering all shares beneficially owned by that person and disclosing the person's name and address. A beneficial owner needs the record holder's written consent by assertion and must cover all beneficially owned shares. Wis. Stat. § 180.1303.
Notice, intent, demand, and deposit
Meeting notice states that shareholders and beneficial shareholders are or may be entitled to dissent and includes the dissent statutes. An action authorized without a shareholder vote triggers written authorization notice and the dissenters' notice. Wis. Stat. § 180.1320.
A meeting holder delivers written intent before the vote and does not vote the shares in favor. Failure ends the payment right. Wis. Stat. § 180.1321.
Within 10 days after authorization, the corporation sends a dissenters' notice with demand and certificate destinations, any uncertificated-share restriction, the first-announcement date, a certification form, and a response date. The corporation sets that date 30 to 60 days after notice delivery. Wis. Stat. § 180.1322.
The holder demands in writing, certifies whether beneficial ownership preceded the announcement, and deposits certificates as directed. Missing the demand or deposit ends the right. Uncertificated shares may be transfer-restricted after demand. Wis. Stat. § 180.1323 and Wis. Stat. § 180.1324.
Payment, further demand, and court
Except for after-acquired shares, the corporation pays its estimate plus interest as soon as the later of effectiveness or receipt of demand. Payment includes current-enough financials, the estimate, and a further-demand warning. An after-acquired holder may instead receive an offer. Wis. Stat. §§ 180.1325, 180.1327.
A dissatisfied holder states an estimate and demands more within 30 days after payment or offer. If the corporation does not effect the action within 60 days after the demand date, it returns certificates and releases restrictions; a later action requires a repeated notice and demand process. Wis. Stat. §§ 180.1326, 180.1328.
The corporation brings a special proceeding within 60 days after receiving an unsettled further demand or pays the demanded amount. Venue is circuit court in the principal-office county, with a registered-office fallback. All dissenters are joined and served; jurisdiction is plenary and exclusive, ordinary civil discovery applies, and appraisers are optional. The statute states no jury rule. Wis. Stat. § 180.1330.
Costs ordinarily fall on the corporation, subject to an equitable shift for arbitrary, vexatious, or bad-faith conduct. Counsel and expert fees have separate noncompliance, misconduct, and common-benefit rules. Wis. Stat. § 180.1331.
What trips people up
The dissenters' notice clock runs from authorization, not effectiveness. The payment clock is different: payment follows as soon as the later of effectiveness or demand. Wis. Stat. §§ 180.1322, 180.1325.
Wisconsin's current statute states no withdrawal procedure after demand. It instead addresses failure to effect the transaction, payment, further demand, and the corporation-filed special proceeding.
The parent merged into a subsidiary has a special exclusion when the survivor articles and holder rights remain unchanged and both voting- and participating- share growth remain within 20%. Wis. Stat. § 180.1302(1)(a)3.
Common questions
May a shareholder vote against and still dissent?
Yes, but the holder must also deliver the separate written intent before the vote. Wis. Stat. § 180.1321.
Can a beneficial owner assert the right directly?
Yes, with the record holder's written consent submitted no later than assertion and only for all shares beneficially owned by that person. Wis. Stat. § 180.1303(2).
What happens if the corporation misses the court deadline?
It must pay each unsettled dissenter the amount demanded. Wis. Stat. § 180.1330(1).
Is there a statutory jury rule?
No. Section 180.1330 states the circuit-court venue, exclusive jurisdiction, appraiser authority, and ordinary discovery rights but does not state a jury rule.
Statutes and sources
- Wis. Stat. §§ 180.1301 through 180.1303 define the actors, value, interest, triggers, market limit, remedy boundary, and ownership rules. Accessed September 5, 2026.
- Wis. Stat. §§ 180.1320 through 180.1328 govern notice, intent, demand, deposit, share restrictions, payment, nonconsummation, after-acquired shares, and further demand. Accessed September 5, 2026.
- Wis. Stat. §§ 180.1330 through 180.1331 govern the special proceeding, venue, parties, discovery, appraisers, costs, and counsel/expert fees. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Wisconsin law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Wisconsin law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace