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Shareholder Oppression And “Fair Value”: Of Discounts, Dates, And Dastardly Deeds In The Close Corporation, Douglas K. Moll

Duke Law Journal

The doctrine of shareholder oppression protects a close corporation minority investor from the improper exercise of majority control. When a minority shareholder establishes "oppressive" majority conduct, a court typically orders the majority to purchase the minority's stock at its "fair value." But what does fair value mean? Further, when is fair value to be measured? The questions are critical ones that affect the lives of countless close corporation investors and that generate an enormous amount of present-day litigation. This Article builds a case for defining fair value as enterprise value in the shareholder oppression context. The Article argues, in other …