- 30 - went to great lengths to assure that the shares held by an outsider could not be transferred to another outsider. Every shareholder who was outside the extended Weitzenhoffer family was a Seminole employee (or spouse thereof in the case of Ms. High), whose shares had to be redeemed when the shareholder retired. It is not unreasonable under the facts herein to conclude that a hypothetical buyer of the estate's shares would contemplate that a member of the Weitzenhoffer family, or Seminole itself, would pay a greater price for those shares as long as they were owned by a nonfamily member who was not an employee. A closely held family corporation such as Seminole is typically managed with little formality and with little concern for the respective ownership interests of family member shareholders. Adding a nonfamily shareholder minus conditions under which his or her shares may be recalled can cause havoc to the business' harmonious operation. The nonfamily shareholder, for example, may demand a return on his or her investment that the family member shareholders are unwilling to give, may otherwise create an unpleasant and unrewarding working environment, or may strive to acquire a majority of the outstanding shares. See O'Neal & Thompson, O'Neal's Close Corporations sec. 7.02 (3d ed. 1994). A nonfamily shareholder also may continually second-guess the actions of a family shareholder, director, or officer, or group thereof, as unlawful attempts to usurp the rights of a minority shareholder in favor of the family. See Pepper v. Litton, 308 U.S. 295, 306 (1939); Southern Pac. Co. v. Bogert, 250 U.S.Page: Previous 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 Next
Last modified: May 25, 2011