The following summaries are of recent published decisions of the California appellate courts, the Ninth Circuit, and the United States Supreme Court. The summaries are presented without regard to whether Severson & Werson represented a party in the case.
A shareholder who sues to dissolve a corporation may be forced instead to sell his shares to the other shareholders at the price set by the appraisal procedure set out in Corp. Code 2000. This decision holds that the selling shareholder is not entitled to prejudgment interest on the appraised price of the shares between the valuation date and the… Read More
Owner of a 1% interest in an LLC sued to dissolve the LLC. Holders of less than 50% of the LLC intervened and moved for a mandatory buyout of the plaintiff's interest under Corp. Code 17707.03. By then owners of a majority of shares (including plaintiff) voted to dissolve the LLC under Corp. Code 17707.01. This decision holds that the… Read More
Under Corp. Code 15908.02(b), majority partners may file a motion for a compelled appraisal and buyout of a minority partner who has sued for involuntary dissolution of a limited partnership. Once the motion is granted, the buyout procedure supplants the minority partner's dissolution claim. This decision holds that once the court has entered an order granting the motion for a… Read More
Plaintiff sued to dissolve several LLCs and close corporations. Defendants invoked their right to buy plaintiff's interests in the companies at appraised value. The parties stipulated to add five additional LLCs to the group of companies being appraised for buyout purposes even though plaintiff had not sued to dissolve them. After the trial court entered a judgment setting the appraised… Read More
