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a controlling interest with respect to day-to-day management of
Dunn Equipment, a holder of these shares nonetheless would lack
the power to compel a liquidation, a sale of all or substantially
all the assets, or a merger or consolidation of the company, all
of which would require the approval of at least 66-2/3 percent of
the outstanding shares. See Tex. Bus. Corp. Act Ann. art. 6.03
(West 1991). In addition, based upon the company’s history, its
community ties, and its relationship with its employees, we
believe it would be difficult finding enough additional
shareholders to agree to liquidation. Mr. Frazier testified that
the other shareholders were committed to operating the company,
expecting that the returns would eventually increase. The
executor, Mr. Dunn, testified that all the shareholders would
object to liquidation. Thus, despite the inadequate return on
assets and correspondingly low earnings value, the likelihood of
liquidation was relatively low. Finally, even assuming a
sufficient number of additional consenting shareholders could be
found, the process of liquidation itself would have been costly
and time consuming. A rapid liquidation would have flooded the
market with equipment, reducing the value obtained for each
piece. A lengthy, drawn-out liquidation (also called a “creeping
liquidation”) would have risked the loss of customers who, at
some point, would have realized that Dunn Equipment no longer
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