Ohio § 1701.19

§ 1701.19.

(A) When a determination of the fair value to a corporation is made by the incorporators,

directors, or shareholders with respect to consideration, other than cash, paid or

to be paid to the corporation for shares;  or made by the directors with respect to

property voluntarily contributed to the corporation;  or made by the directors with

respect to physical assets of the corporation that are reckoned by the directors to

have a fair value to the corporation in excess of the amount at which they are carried

on its books;  or provided for in a decree or order as provided in section 1701.75 of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section 1701.78 , 1701.79 , 1701.80 , or 1701.801 of the Revised Code , then the determination shall be conclusive in any action or proceeding in which

it is claimed that the fair value to the corporation of such consideration or property

is or was less than the value so determined, unless the party asserting a claim affirmatively

proves by clear and convincing evidence, and otherwise than by proving the difference

between the value of such consideration or property and the fair value so determined,

that the determination was knowingly and intentionally made, by the persons making

the determination, at a value greater than the fair value of such consideration or

property to the corporation. (B) The making of an agreement to issue or dispose of shares for property or consideration

other than cash or the issuance or disposition of shares in consummation of any agreement

or transaction referred to in division (A) of this section shall be held to be a determination

that the property or other consideration involved has a fair value to the corporation

not less than the value required to justify the issuance or disposition of such shares.