This includes oppression cases. Oppression cases may involve majority owners oppressing a minority owner. Sometimes this involves by mismanagement or misappropriation. Other times it involves freeze out of a minority owner by removing him or her from office, reducing power or income, or blocking access to, and control of, information or operations.
Oppressed shareholders sometimes want to: force a buyout of their interest; obtain an accounting of funds and financial information; stop oppressive acts; obtain a dividend or a reduction or distribution of capital; and/or purchase additional stock or other interests under specific conditions.
Pennsylvania corporate law has grounds for trying to dissolve a corporation and distributing assets to shareholders or appointing a custodian to take control. These are extraordinary measures. Dissolution by a court is not common unless ta business has been truly harmed by hostility among the owners.
In buyouts, valuation is nearly always disputed. There are disputes about whether a court should order redemption at fair market value or fair value. Fair value is a special concept under Pennsylvania law. The concept of fair value has been used when courts, in effect, order a buyout in cases where the minority owner was, for example, forced to give up true ownership rights, control, access, position, compensation, and the like.
Strategies used to resolve these disputes sometimes include: proposing a meeting to fix a situation; employment litigation; settlement negotiation, sometimes including mediation (which is a special settlement conference where a mediator helps the settlement efforts); arbitration; various types of complex business litigation; use of forensic and valuation experts; buyouts by the company, an outsider, or one of the parties; a sale of the company; closing of the business and “winding up;” bankruptcy; or dilution of interest or shares.
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