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Emc insurance company6/11/2023 ![]() ![]() This case arises from the merger of EMCC and EMCI. Securities deposited at DTC for book-entry services are registered on the books and records of the issuer in the name of DTC’s nominee, Cede & Co., which becomes the record (legal) owner of the shares. Shepard held these shares in two brokerage accounts at Morgan Stanley Smith Barney LLC (Morgan 4 Stanley), a Depository Trust Company (DTC) participant.1 As the DTC explained in its amicus curiae brief in this appeal, participants deposit securities into their DTC accounts for “book-entry” services i.e., transfer of beneficial ownership interests by means of automated credits and debits to securities accounts, rather than actual transfer of record ownership. Gregory Shepard was the beneficial owner of 1.1 million shares of EMCI stock. Employers Mutual Casualty Company (EMCC) was the majority owner of EMC Insurance Group, Inc. The material facts in this case are undisputed. For the reasons explained below, we affirm the district court’s summary judgment against the investor. The investor, lacking Cede’s consent, failed to validly exercise his appraisal rights that have been extinguished. On our review, we determine that Cede was the sole record shareholder as a matter of law for the disputed shares. The investor appealed and we retained the case. The corporation filed this declaratory judgment action and moved for summary judgment, which the district court granted. Another dissenting investor successfully exercised his appraisal rights by obtaining the timely consent of Cede. (Cede), shown on the corporation’s records as the record shareholder. He objected to the merger and, through his attorney and broker, sought to exercise his appraisal rights but never obtained the written consent of Cede & Co. The investor, the beneficial owner of 1.1 million shares, received $36 per share ($39.6 million) when the merger transaction closed. The controlling statute, Iowa Code section 490.1303(2)(a) (2019), requires a beneficial shareholder to submit the written consent of “the record shareholder” to demand appraisal. In this appeal, we must decide whether the district court correctly entered summary judgment against an investor on grounds he failed to exercise his appraisal rights in a merger. Hooven of Proskauer Rose LLP, New York, New York, for amicus curiae The Depository Trust Company. Doohen of Whitfield & Eddy, P.L.C., Des Moines, and Gregg M. Herndon of Nyemaster Goode, P.C., Des Moines, and for appellee. Harper of Foley & Lardner, LLP, Boston, Massachusetts, and Michael W. (argued), Sidley Austin LLP, Chicago, Illinois, and Steve Eckley of Eckley Law PLLC, Des Moines, for appellant. Waterman, J., delivered the opinion of the court, in which all justices joined. Investor appeals summary judgment determining he failed to validly exercise right to appraisal following merger. Appeal from the Iowa District Court for Polk County, Lawrence P. ![]() 20–0698 Submitted April 14, 2021-Filed JEMC INSURANCE GROUP, INC., Appellee, vs. Nations Insurance Company, we'll be here for you today, tomorrow, and beyond.IN THE SUPREME COURT OF IOWA No. We look forward to serving your auto insurance needs for many years and trust that you will also enjoy the savings and great service that thousands of new customers enjoy every month. Nation's management group has a commitment to and strong experience in auto insurance that is displayed in the many years of service that our senior management group has provided this market. We will always strive to treat every customer with the high level of professionalism and commitment to service that we know you expect from your auto insurance company. We are committed to making your auto insurance purchase a first rate experience that provides you with both superior service and peace of mind knowing we will be there when you need us. Nations Insurance Company was developed to provide customers with low cost auto insurance products and outstanding service through a financially strong and growing company. ![]() Nations Insurance Company is headquartered in Cerritos, California and is admitted in the State of California. ![]()
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