- 4 - 3. Events Leading to O’Dowd’s Buyout of Petitioner’s Stock Relations between O’Dowd and petitioner deteriorated in 1997 and 1998. Petitioner went to Green Hills’ headquarters on March 15, 1998. O’Dowd demanded that petitioner leave and threatened to call the police if petitioner refused. On March 25, 1998, O’Dowd notified petitioner that his access to the company was denied, that the locks had been changed, and that his employment and access to the computer system had been terminated. Petitioner was the record owner of his shares until October 13, 2000. He retained the right to vote his stock and to receive dividends until that date. He received dividends in 1998 and 1999, no dividends in 2000, and a salary of $13,822 in 1998, $51,381 in 1999, and $16,666 in 2000. 4. O’Dowd’s Buyout of Petitioner In a letter dated June 26, 1998, O’Dowd properly triggered the buy/sell provision of the shareholders’ agreement by offering either to sell his shares to petitioner for $47 million or to buy petitioner’s shares for $47 million. The letter also stated that O’Dowd had deposited with Green Hills a certified check for $47 million payable to petitioner in conformity with the shareholders’ agreement. Petitioner did not want to sell his stock. Instead, he wanted to exercise his right under the shareholder’s agreement to buy O’Dowd’s stock for the amount O’Dowd had offered for petitioner’s stock ($47 million).Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011