North Carolina Business Litigation Report

Royals v. Piedmont Electric Repair Co., 1999 NCBC 1 (N.C. Super. Ct. Mar. 9, 1999)(Tennille), aff'd, 137 N.C.App. 700, 529 S.E.2d 515, cert. denied, 352 N.C. 357, 544 S.E.2d 548 (2000)

Plaintiffs had established their right to involuntary dissolution of the closely held corporation in which they were shareholders because their reasonable expectations had not been met, and the business of the corporation was being conducted to the unfair advantage of the minority.

The corporation was entitled to avoid dissolution by paying the oppressed shareholder the "fair value" of his shares. Fair market value is not the same as "fair value," but is a determinant in that consideration.

Discounts for lack of control and lack of marketability do not apply when minority shareholders are compelled to sell their shares.

Full Opinion

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Mack Sperling
Brooks Pierce, LLP
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