- 31 -
483, 492 (1919); see also Zahn v. Transamerica Corp., 162 F.2d
36, 42 (3d Cir. 1947) (discusses fiduciary duty generally owed by
those in control of a corporation); Warren v. Century
Bankcorporation, Inc., 741 P.2d 846, 849 (Okla. 1987), and the
cases cited therein (Oklahoma recognizes the applicability of
Pepper v. Litton, supra, in its jurisdiction). Litigation, and
the vast expense thereof, may ensue whenever disgruntled minority
shareholders believe that they have been wronged by a group of
shareholders or officers who purportedly control the corporation.
In contrast to years past, minority shareholder complainants
today are real, omnipresent, and numerous. As recognized by
Professors O'Neal and Thompson in their treatise on minority
shareholder litigation:
Most American lawyers do not realize the
tremendous amount of litigation in this country arising
out of shareholder disputes. Since the publication of
the first edition of this treatise, the volume of
litigation grounded on minority shareholder
oppression--actual, fancied, or fabricated--has grown
enormously, and the flood of litigation shows no sign
of abating. The increase in litigation has been
pronounced in both federal and state courts * * *.
Also worthy of note is that in the last four or five
years there has been a substantial increase in the
number of suits minority shareholders have brought for
involuntary dissolution of their corporation or to
force majority shareholders to purchase their shares.
[1 O'Neal et al., O'Neal's Oppression of Minority
Shareholders v (2d ed. 1997).13]
13 Were the family forced to buy the estate's shares at the
appraised price calculated under applicable State (Oklahoma) law,
the family would have to pay the price that was determined by
weighing the values derived under the three valuation methods
mentioned above. See Foglesong v. Thurston Natl. Life Ins. Co.,
555 P.2d 606, 610-611 (Okla. 1976). Oklahoma law prohibits
(continued...)
Page: Previous 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 NextLast modified: May 25, 2011