A founder in Omaha holds Class B stock in the company she helped build. She took nonvoting shares years ago because the family wanted control to stay in one branch, and nobody thought the distinction would ever cost her money. The articles of incorporation reassured her: except for the right to vote, the Class A and Class B shares were identical. Then the company sells, and a notice arrives telling her that the price is $70.10 per share and that appraisal rights belong to the Class A holders only. She believes the shares are worth double. Under Nebraska appraisal rights law, whether she can make a court decide that question turns on a choice made in a conference room months earlier, when counsel decided to paper the deal as a sale of assets rather than a merger.
That is the practical lesson of Streck, Inc. v. Ryan, 320 Neb. 638 (2026), which the Nebraska Supreme Court decided on January 9, 2026. The court affirmed a Sarpy County District Court ruling that Class B nonvoting shareholders had no appraisal rights in an asset sale. The opinion is short on sympathy and long on statutory text, and it leaves Nebraska business owners with a rule worth understanding before a letter of intent gets signed.
What are appraisal rights in Nebraska?
Appraisal rights let a shareholder who objects to certain corporate transactions demand that the company pay cash for the fair value of the shares, with a court resolving the number if the parties cannot agree. Nebraska’s framework runs from Neb. Rev. Stat. § 21-2,171 through § 21-2,183 under the Nebraska Model Business Corporation Act.
One point defeats a common misconception. Appraisal is a payment remedy, not a veto. A dissenting shareholder in Nebraska cannot use the appraisal statute to stop a sale from closing or to force the buyer to walk. The transaction proceeds, and the fight is about the size of the check. In Streck, the company itself commenced a statutory appraisal proceeding under § 21-2,181 after shareholders claimed the assets went for less than fair value.
The Nebraska Supreme Court has been direct about where the remedy comes from. The appraisal remedy for shareholder dissent is entirely a product of statute, and it may be exercised only within the time and subject to the conditions the statute prescribes. Equity does not fill gaps here. If the statute does not hand a shareholder the right, no court will manufacture one because the outcome feels unfair.
Why did the Class B shareholders lose in Streck v. Ryan?
Streck, Inc. was a privately held Nebraska S corporation owned almost entirely by the family of Wayne and Eileen Ryan. Its amended articles authorized two classes of common stock: up to 600,000 Class A voting shares and up to 50,180,000 Class B nonvoting shares. The articles stated that except for the right to vote, all rights and preferences of the two classes were identical.
The company’s equity interests in Streck LLC were transferred to a buyer under a securities purchase agreement. Streck notified shareholders that the transaction represented a disposition of assets under Neb. Rev. Stat. § 21-2,170, that Class A holders were entitled to appraisal rights, and that the estimated fair value was $70.10 per share. Class B holders received $70.10 per share. The Ryan Foundation and other family defendants said the shares were worth $140.12 and demanded appraisal.
The statute decided it. Section 21-2,172(a)(3) grants appraisal rights on “[c]onsummation of a disposition of assets pursuant to section 21-2,170 if the shareholder is entitled to vote on the disposition.” Class B stock carried no vote. The Class B holders were therefore outside the provision, and the Supreme Court affirmed on that ground.
The court reached four conclusions worth quoting in substance. Because the transaction was a disposition of assets and only Class A shareholders could vote on it, only Class A shareholders had appraisal rights under the plain language of § 21-2,172(a)(3). The disposition was an interested transaction, but the interested-transaction language in § 21-2,172(a)(3) and (b)(4) did not apply under the circumstances. Articles that fail to mention appraisal rights and expressly strip a class of the right to vote do not “provide” for appraisal rights within the meaning of § 21-2,172(a)(5). And because the articles never expressly gave Class B shareholders appraisal rights or a vote on a disposition of assets, no such rights existed.
Justice Papik dissented. He read § 21-2,172(a)(5), which grants appraisal rights “to the extent provided by the articles of incorporation,” together with the articles’ promise that the classes were identical except for voting, and would have given the Class B holders appraisal rights. The majority did not accept that reading. Two justices did not participate, and the vote is a reminder that reasonable lawyers read this charter language in opposite directions.
Does deal structure change who gets appraisal rights?
Here is the asymmetry that matters most to Nebraska deal planning, and it is easy to miss.
When the Legislature replaced the old Business Corporation Act with the NMBCA, it changed the terminology from dissenter’s rights to appraisal rights, and it eliminated the requirement that a shareholder be entitled to vote in order to claim appraisal rights with respect to a merger and a share exchange. That elimination did not extend to asset sales. Section 21-2,172(a)(3) still conditions appraisal on being “entitled to vote on the disposition,” and it is the only transaction trigger in the subsection that does.
The consequence is concrete. Two deals can move identical economics from the same seller to the same buyer for the same dollars. Structured as a merger or a share exchange, the nonvoting holders can pursue appraisal. Structured as a disposition of assets, the nonvoting holders cannot, unless the articles say otherwise in express terms. The label on the transaction allocates a valuable right.
Nebraska business owners should treat that as a planning fact rather than a loophole to be exploited. Structuring choices in closely held companies are usually driven by tax treatment, liability transfer, and consent requirements, all covered in our Nebraska SMB mergers and acquisitions guide. Streck adds appraisal exposure to that list. A buyer’s counsel in Omaha now has a reason to prefer an asset structure when a large nonvoting class exists. A minority holder’s counsel has a reason to negotiate for the opposite, or for express charter language, long before a sale is on the table.
Does “identical except for voting” language protect nonvoting stock?
It did not protect anyone in Streck, and that is the finding most likely to surprise Nebraska founders.
A corporation’s articles of incorporation, together with the law of the state of incorporation, form a charter that operates as a contract between the corporation and its shareholders. Standard rules of contract interpretation apply. Courts will not rewrite the document or speculate about terms the parties chose to omit.
The Streck articles said the two classes were identical except for the right to vote. The Class B holders argued that appraisal rights are a right, that they were not the right to vote, and that parity therefore delivered them. The court held that articles which say nothing about appraisal rights while expressly denying a class the vote do not “provide” appraisal rights under § 21-2,172(a)(5). Silence on the specific remedy was fatal. General parity language did not substitute for an express grant.
For anyone issuing nonvoting stock in Nebraska, the drafting instruction is unambiguous. If nonvoting holders are meant to have appraisal rights in an asset sale, the articles must say so in words that name the remedy. A clause promising equal treatment in all respects other than voting will not carry the freight. This is a straightforward fix at formation or on amendment, and an expensive omission to discover on the eve of closing.
What should Nebraska business owners do now?
Read the charter before the deal, not during it. Any Omaha company with a voting and nonvoting capital structure should have counsel determine today whether the articles expressly address appraisal rights for the nonvoting class. The answer shapes leverage in every future liquidity event.
Founders holding nonvoting shares should press for an express grant while relations are good. Amending articles is a governance conversation, and it is far easier before a buyer exists than after a purchase price has been circulated.
Controlling shareholders and boards should recognize that Streck narrows one avenue and leaves others open. The appraisal question was decided on partial summary judgment, and the Supreme Court sent the case back to the district court to resolve remaining issues. Fiduciary duty claims, disclosure claims, and interested-transaction scrutiny live on separate tracks from the appraisal statute. A structure that avoids appraisal exposure does not immunize a controlling shareholder from every claim a disappointed minority can bring, particularly where the buyer’s principals sit on both sides of the table. Our complex litigation practice sees those disputes after the fact, and they are more expensive than the drafting session that would have prevented them.
Buyers doing diligence on a Nebraska target should map the capital structure early. Knowing which classes can demand fair value, and how many shares sit in each, prices the risk of an appraisal proceeding into the deal instead of leaving it to surface after signing.
Frequently Asked Questions
Do nonvoting shareholders in Nebraska ever have appraisal rights?
Yes. The absence of a vote is disqualifying only for a disposition of assets under § 21-2,172(a)(3). For a merger or a share exchange, Nebraska law does not require that a shareholder be entitled to vote in order to claim appraisal rights. Nonvoting holders can also have appraisal rights in an asset sale if the articles of incorporation expressly grant them.
Can appraisal rights stop a sale from closing?
No. Appraisal is a claim for cash payment of the fair value of shares, and it does not enjoin the transaction. The company can close while the valuation dispute proceeds. In Nebraska the proceeding runs under § 21-2,181, and the court determines fair value if the shareholder and the corporation cannot agree.
Our articles say the classes are identical except for voting. Is that enough?
Streck says no. The Nebraska Supreme Court held that articles which do not mention appraisal rights and expressly deprive a class of the right to vote do not provide appraisal rights under § 21-2,172(a)(5). An express grant naming the remedy is required.
Does it matter that the buyer was connected to the controlling shareholder?
For the appraisal question in Streck, it did not change the result. The court concluded the disposition was an interested transaction but held that the interested-transaction provisions in § 21-2,172(a)(3) and (b)(4) did not apply under the circumstances. Conflicts of that kind remain relevant to other claims, and they were not resolved by the appraisal ruling.
What if I already sold and took the price under protest?
Deadlines in the appraisal statutes are strict, and the remedy exists only on the conditions the statute prescribes. A shareholder who believes fair value was not paid should have counsel evaluate the structure of the transaction, the class of stock held, and the notice received without delay.
Talk to an Omaha corporate attorney
If you hold nonvoting stock in a Nebraska company, or you are structuring a sale where a nonvoting class exists, Horgan Law LLC can help. We handle capital structure drafting, deal structuring, and the disputes that follow when the two are not aligned. Contact us at 402-965-0652 or visit horganlawfirm.com/contact-us. Learn more about our corporate law practice and our business law practice.