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Statutory involuntary dissolution - MBCA § 14.30(2)

  • deadlock 
    • SHs: deadlocked + unable to elect Ds for 2 years 
    • irectors: deadlocked + threat of irreparable injury
  • misapplication or waste of assets 
  • control misdeeds:  illegal, oppressive, fraudulent 
    • meaning of "oppressive" 
      • harsh, burdensome 
      • frustrate reasonable expectations
    • remedies 
      • parties' buyout understanding 
      • court-created buyout rights 
      • dissolution (consider practical effect) 
      • court-ordered distributions
Buyout right in inv diss suit - MBCA § 14.34
  • right of majority (corporation or shareholder) 
  • procedure 
    • majority gives notice within 90 days after suit filed 
    • majority shareholders may opt into buyout 
    • minority plaintiff cannot sell shares
  • fair price determined 
    • negotiations (60 days) between parties 
    • court determines fair value 
    • valuation as of suit 
      • method of payment / allocation
  • dismiss involuntary dissolution suit

Daily Thoughts

Bizarre Laws - North Carolina

  • It's against the law to sing off key. 
  • Elephants may not be used to plow cotton fields. 
  • Couples staying in rooms for one night must be kept in a room with double beds, kept a minimum of two feet apart, and making love on the floor between the beds is strictly forbidden. 
  • Women must have their bodies covered by at least 16 yards of cloth at all times. - Charlotte, NC 
  • You must pay a property tax on your dog. Rocky Mount, NC

Problems

Xenon, Yentl and Zebechiah incorporate a high-tech business in New Columbia, an MBCA jurisdiction.  The three receive equal shareholdings.  Xenon leaves his top-notch position with IBM, moves to New Columbia, and takes a big pay cut to become XYZ's new CEO.  XYZ prospers under Xenon's leadership.  But after one year, Yentl and Zebechiah decide to fire Xenon to keep XYZ's rising profits for themselves.  Poor Xenon.  He wants hard cash for his one-third share interest.

Party A (Xenon) Outline a strategy for Xenon to liquidate his interest in XYZ.  What other information would be useful to him?

Party B (Y & Z) Outline a strategy so Yentl and Zebechiah do not have to buy out Xenon.  What other information would be useful to them?


Bob is a trusted employee of Our Family Corporation, a closely held corporation owned by the Klaus family.  A few years back the family gave Bob a 5% shareholding in the corporation, to induce him to stay and to show the family's great regard for his services.  Last month the family had a falling out with Bob and let him go.  Bob wants to sell his 5% interest back to the corporation, now that he's been fired.
Party A (Bob) Advise Bob on his rights.  What further information is important to provide useful advice to Bob?

Party B (Klaus) Advise the Klaus family on its rights.  What further information is important to provide useful advice to the Klaus’s?

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