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California Corporations Code Section 2000

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2000.  (a) Subject to any contrary provision in the articles, in any
suit for involuntary dissolution, or in any proceeding for voluntary
dissolution initiated by the vote of shareholders representing only
50 percent of the voting power, the corporation or, if it does not
elect to purchase, the holders of 50 percent or more of the voting
power of the corporation (the "purchasing parties") may avoid the
dissolution of the corporation and the appointment of any receiver by
purchasing for cash the shares owned by the plaintiffs or by the
shareholders so initiating the proceeding (the "moving parties") at
their fair value. The fair value shall be determined on the basis of
the liquidation value as of the valuation date but taking into
account the possibility, if any, of sale of the entire business as a
going concern in a liquidation. In fixing the value, the amount of
any damages resulting if the initiation of the dissolution is a
breach by any moving party or parties of an agreement with the
purchasing party or parties may be deducted from the amount payable
to such moving party or parties, unless the ground for dissolution is
that specified in paragraph (4) of subdivision (b) of Section 1800.
The election of the corporation to purchase may be made by the
approval of the outstanding shares (Section 152) excluding shares
held by the moving parties.
   (b) If the purchasing parties (1) elect to purchase the shares
owned by the moving parties, and (2) are unable to agree with the
moving parties upon the fair value of such shares, and (3) give bond
with sufficient security to pay the estimated reasonable expenses
(including attorneys' fees) of the moving parties if such expenses
are recoverable under subdivision (c), the court upon application of
the purchasing parties, either in the pending action or in a
proceeding initiated in the superior court of the proper county by
the purchasing parties in the case of a voluntary election to wind up
and dissolve, shall stay the winding up and dissolution proceeding
and shall proceed to ascertain and fix the fair value of the shares
owned by the moving parties.
   (c) The court shall appoint three disinterested appraisers to
appraise the fair value of the shares owned by the moving parties,
and shall make an order referring the matter to the appraisers so
appointed for the purpose of ascertaining such value. The order shall
prescribe the time and manner of producing evidence, if evidence is
required. The award of the appraisers or of a majority of them, when
confirmed by the court, shall be final and conclusive upon all
parties. The court shall enter a decree which shall provide in the
alternative for winding up and dissolution of the corporation unless
payment is made for the shares within the time specified by the
decree. If the purchasing parties do not make payment for the shares
within the time specified, judgment shall be entered against them and
the surety or sureties on the bond for the amount of the expenses
(including attorneys' fees) of the moving parties. Any shareholder
aggrieved by the action of the court may appeal therefrom.
   (d) If the purchasing parties desire to prevent the winding up and
dissolution, they shall pay to the moving parties the value of their
shares ascertained and decreed within the time specified pursuant to
this section, or, in case of an appeal, as fixed on appeal. On
receiving such payment or the tender thereof, the moving parties
shall transfer their shares to the purchasing parties.
   (e) For the purposes of this section, "shareholder" includes a
beneficial owner of shares who has entered into an agreement under
Section 300 or 706.
   (f) For the purposes of this section, the valuation date shall be
(1) in the case of a suit for involuntary dissolution under Section
1800, the date upon which that action was commenced, or (2) in the
case of a proceeding for voluntary dissolution initiated by the vote
of shareholders representing only 50 percent of the voting power, the
date upon which that proceeding was initiated. However, in either
case the court may, upon the hearing of a motion by any party, and
for good cause shown, designate some other date as the valuation
date.
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Last modified: March 17, 2014