Lyle Stoneman v. United Nebraska Bank

The issue in this appeal presents the question of whether the minority shareholders of a banking corporation who are “cashed out” via merger have a right to receive fair value for their shares, notwithstanding bank minority shareholders’ exclusion from Neb. Rev. Stat. § 21-20,138 (Reissue 1997). We conclude that bank shareholders do indeed have such a right, and we affirm.

I. BACKGROUND

Lexington State Bank & Trust Co. (LSB&T), then a Nebraska banking corporation, was a subsidiary of Lexington Bancshares, Inc. (LBI), then a Nebraska holding company, which owned 88.5 percent of LSB&T’s issued…