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FINDINGS OF FACT
Some of the facts have been stipulated and are so found.
Petitioner resided in Issaquah, Washington, when the petition in
this case was filed.
A. Green Hills Software, Inc.
1. Formation
Daniel O’Dowd (O’Dowd), petitioner, and a third individual
organized Green Hills Software, Inc. (Green Hills), as a
California corporation in 1986. Green Hills became a Delaware
corporation in 1986. Green Hills was an S corporation for
Federal income tax purposes at all relevant times.
Petitioner and O’Dowd bought the stock of the third
individual in 1992. They each owned 30,000,300 shares
thereafter. Petitioner was chairman of the board and secretary,
and O’Dowd was president and treasurer. Petitioner and O’Dowd
were Green Hills’ only directors.
2. Buyout Provisions in the Shareholders’ Agreement
Petitioner and O’Dowd entered into a shareholders’ agreement
in 1992 which provided that any dispute between them would be
resolved through binding arbitration. It also provided that
either of them could compel a buyout of the stock held by the
other at a price determined by a formula.
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