Shareholder Oppression and “Fair Value”: Of Discounts, Dates, and Dastardly Deeds in the Close Corporation

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\u27s 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 words, that the buyout remedy should provide an oppressed minority investor with his pro rata share of the company\u27s overall value, with no reductions (or discounts ) for the lack of control or liquidity associated with the minority\u27s shares. Moreover, the Article suggests that, in many situations, courts should allow an oppressed shareholder to choose between the date of filing and the date of oppression as the appropriate valuation date

Shareholder Oppression in Close Corporations: the Unanswered Question of Perspective

The doctrine of shareholder oppression protects the close corporation minority stockholder from the improper exercise of majority control.! Nevertheless, when a close corporation minority shareholder asserts that the majority shareholder has acted oppressively towards him, the minority\u27s chance of success may very well depend on the perspective from which shareholder oppression is viewed. Consider the following two decisions: In Priebe v. O\u27Malley, the controlling shareholders of a close corporation terminated the employment of Myron Priebe, a minority shareholder, for unsatisfactory work performance.! Priebe sued, asserting that the termination amounted to oppressive conduct! The trial court noted that Priebe was not producing sales and that he was not working well with other employees. As a consequence, the trial court found that the controlling shareholders had a legitimate business purpose for the termination. The Priebe court affirmed the denial of relief, observing that [b]ased on this record, we cannot find that the majority lacked a legitimate business purpose for breaching its fiduciary duty to Priebe if, in fact, this duty was breached. \u27 In Balvik v. Sylvester, Elmer Balvik was the minority share- holder of a two-person close corporation. The majority shareholder openly questioned Balvik\u27s job performance and ultimately terminated him as an employee of the company Balvik sued, alleging in part that the majority shareholder was guilty of oppression and malice by discharging him from employment with the corporation. \u27 Despite the majority\u27s problems with Balvik\u27s job performance, the court con- cluded that oppressive conduct had occurred: We find little relevance in whether [the majority shareholder] discharged Balvik from employment for cause .... The ultimate effect of these actions is that Balvik clearly has been frozen out of a business in which he reasonably expected to participate. As a result, Balvik is entitled to relief. Although Priebe and Balvik arose in different jurisdictions, the cases share a number of factual similarities. In both cases, the employment of a minority shareholder was terminated. In both cases, the minority\u27s poor job performance was cited as a justification for the termination. Finally, in both cases, the minority shareholder asserted that the discharge amounted to oppressive conduct. Despite these similarities, only the Balvik court granted relief. In Priebe, the controlling shareholder\u27s justification for the discharge greatly influenced the court\u27s conclusion that no oppressive conduct had occurred. In Balvik, however, such a justification was essentially considered irrelevant to the court\u27s oppression analysis and to its eventual conclusion that relief was warranted

What automaticity deficit? Activation of lexical information by readers with dyslexia in a RAN Stroop-switch task

Reading fluency is often predicted by rapid automatized naming (RAN) speed, which as the name implies, measures the automaticity with which familiar stimuli (e.g., letters) can be retrieved and named. Readers with dyslexia are considered to have less "automatized" access to lexical information, reflected in longer RAN times compared with nondyslexic readers. We combined the RAN task with a Stroop-switch manipulation to test the automaticity of dyslexic and nondyslexic readers' lexical access directly within a fluency task. Participants named letters in 10 x 4 arrays while eye movements and speech responses were recorded. Upon fixation, specific letter font colors changed from black to a different color, whereupon the participant was required to rapidly switch from naming the letter to naming the letter color. We could therefore measure reading group differences on "automatic" lexical processing, insofar as it was task-irrelevant. Readers with dyslexia showed obligatory lexical processing and a timeline for recognition that was overall similar to typical readers, but a delay emerged in the output (naming) phase. Further delay was caused by visual-orthographic competition between neighboring stimuli. Our findings outline the specific processes involved when researchers speak of "impaired automaticity" in dyslexic readers' fluency, and are discussed in the context of the broader literature in this field

Optimized stray-field-induced enhancement of the electron spin precession by buried Fe gates

The magnetic stray field from Fe gates is used to modify the spin precession frequency of InGaAs/GaAs quantum-well electrons in an external magnetic field. By using an etching process to position the gates directly in the plane of the quantum well, the stray-field influence on the spin precession increases significantly compared with results from previous studies with top-gated structures. In line with numerical simulations, the stray-field-induced precession frequency increases as the gap between the ferromagnetic gates is reduced. The inhomogeneous stray field leads to additional spin dephasing.Comment: 4 pages, 2 figure

Beehives, Booze and Suffragettes: The “Sad Case” of Ellen S. Tupper (1822–1888), the “Bee Woman” and “Iowa Queen Bee”

ELLEN S. TUPPER was a 19th century expert bee-keeper who was most active during and shortly after the end of the American Civil War. A vigorous writer and apiarist, primarily focused on business interests and opportunities, she became the first female editor of an entomological journal in 1869. Joining the mid-western suffragettes, who at this time were also strongly linked to the temperance societies, she was soon presented as a role model of a successful businesswoman the early feminist movement. Together with ANNIE NOWLIN SAVERY (1831-1891), a leading American suffragette of her time, she established the "Italian Bee Company". For a short period, ELLEN S. TUPPER successfully imported and distributed Italian queens and bees to an interested American audience, while she actively promoted bee keeping as a suitable endeavour for women. Her reports on successful fertilization of bee queens that were held in confinement sparked a lively and controversial discussion among entomologists not only in America but also in Europe. At the height of her career she became the first female lecturer in apiology and the first woman elected to serve as an officer in a national entomological society. At the same meeting more than 30 other suffragettes joined the "North American Beekeepers' Society". This was a symbolic and perhaps even defining moment of female activity in science during the 19th century. Her activities soon earned her nicknames such as "Iowa Queen Bee" or the "Bee Woman". However, financial difficulties put an end to most of her business endeavours. Her career as an apiarist and editor came to a disgraceful end when she was incarcerated for the forgery of notes presented at several banks, subsequently acquitted on the ground of insanity. The forgery trial though has overshadowed ELLEN S. TUPPER's legacy in the history of women in science: As a farmer's wife in one of the frontier towns of the Wild West, in a county, which on her first arrival did not even possess a printing press, she was able to start a successful and impressive career as an editress. With her work she and a few like-minded supporters practically single-handedly recruited more women for entomological societies than all other European and American societies and institutions in the 19th century together. For nearly two and a half decades she went on a stubborn and effective crusade to convince women to become bee-keepers

Weak formulation for singular diffusion equation with dynamic boundary condition

In this paper, we propose a weak formulation of the singular diffusion equation subject to the dynamic boundary condition. The weak formulation is based on a reformulation method by an evolution equation including the subdifferential of a governing convex energy. Under suitable assumptions, the principal results of this study are stated in forms of Main Theorems A and B, which are respectively to verify: the adequacy of the weak formulation; the common property between the weak solutions and those in regular problems of standard PDEs.Comment: 23 page