Corporate Sale of Substantially All Assets Approval Requirements in Nebraska

At a glance

Requirements one by one

The 25% safe harbor is conclusive in one direction

Neb. Rev. Stat. § 21-2,170(a) applies when a non-exempt disposition would leave the corporation without significant continuing business activity. Retaining at least 25% of prior-year total assets and at least 25% of either continuing pretax income or continuing revenue is conclusive, measured for the corporation and subsidiaries on a consolidated basis.

The text does not say that falling below the percentages creates a presumption that significant activity is absent. Direct and indirect consolidated- subsidiary assets are deemed parent assets.

The board initiates, recommends, and may condition

The board first authorizes by resolution, submits the disposition, and recommends approval. A conflict, special circumstance, or § 21-2,101 route can support no recommendation if the board transmits its basis. It may condition submission on any basis.

Every shareholder receives terms and consideration

Section 21-2,170(d) requires notice to each voting and nonvoting holder. It states the purpose and describes the disposition, terms, conditions, and consideration. Neb. Rev. Stat. § 21-257 supplies the 10-to-60-day interval.

The disposition vote requires a quorum of at least a majority of all votes entitled. Under § 21-267, votes cast for then must exceed votes cast against, unless a greater rule applies. The articles or a board condition may require a greater vote or quorum.

Written action under § 21-256 is unanimous by default. The articles may authorize the meeting-equivalent threshold; sufficient consents must arrive within 60 days, followed by notices to nonconsenting voters and protected nonvoters.

Four exclusions and dissolution sit outside the trigger

Neb. Rev. Stat. § 21-2,169 removes a usual-course disposition, an encumbrance in or outside that course, a transfer to wholly owned entities, and a pro rata class or series asset distribution. The articles may require approval for those otherwise exempt actions. A disposition in the course of dissolution is outside § 21-2,170.

Approval can be abandoned before consummation

After shareholder approval and before consummation, § 21-2,170(f) permits the corporation to abandon without holder action, subject to other parties' contractual rights. The two disposition sections state no separate statutory agreement execution, filing, amendment, or closing process.

Appraisal and remedy limits require separate checks

Neb. Rev. Stat. § 21-2,172(a)(3) grants appraisal to a holder entitled to vote when a § 21-2,170 disposition is consummated. Its cash/net-assets distribution within one year, interested-transaction, market, consideration-distribution, preferred-share, and regulated-entity rules can change eligibility. Section 21-2,174 supplies meeting and consent appraisal notices.

After shareholder approval, § 21-2,183 generally limits a shareholder from contesting, enjoining, setting aside, or rescinding the action. Its exceptions preserve challenges for specified authorization defects, fraud or material misstatements or omissions, interested transactions, and a narrow nonunanimous- consent notice failure.

What trips people up

• The safe harbor does not run backward. The statute makes the 25% pair conclusive when met but does not declare a below-threshold presumption.
• Quorum and approval use different measures. A majority of votes entitled supplies the quorum; votes cast for must then exceed votes cast against.
• Dissolution changes the governing sections. A disposition during dissolution is outside § 21-2,170 rather than an exception inside it.

Common questions

Are subsidiary assets counted with the parent?

Yes. Direct and indirect consolidated-subsidiary assets are deemed parent assets for § 21-2,170.

Must nonvoting holders receive the disposition notice?

Yes. The statute sends the notice to every holder and requires terms, conditions, and consideration.

Can the corporation abandon after approval?

Yes, before consummation and without another holder action, subject to other parties' contractual rights.

Statutes and sources

• Neb. Rev. Stat. §§ 21-2,169 to -170 — exclusions, significant-activity trigger, 25% safe harbor, subsidiaries, board action, notice, vote, dissolution, and abandonment. Official Nebraska Legislature text, accessed September 5, 2026.
• Neb. Rev. Stat. §§ 21-256 to -267 — consent, meeting notice, and votes-cast rule. Official Nebraska Legislature text, accessed September 5, 2026.
• Neb. Rev. Stat. §§ 21-2,171 to -183 — appraisal eligibility, notices, and remedy limits. Official Nebraska Legislature text, accessed September 5, 2026.