Chapter 20

Shareholder and Partner Disputes

Virtually all states have dissenting stockholder statutes. Dissenters’ rights are triggered by major corporate actions, such as mergers, acquisitions, or liquidations, the criteria for which vary from state to state. Stockholders who dissent may not reverse the corporate action but are entitled to be paid the fair value of the shares immediately before the action has been put into effect, excluding any anticipatory appreciation or depreciation.

A growing number of states also have minority oppression statutes, many of which are based on the Model Business Corporation Act (MBCA), as revised.1 Significantly, Delaware, considered a bellwether of corporate law, does not have a minority oppression statute, ...

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