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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).
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Last modified: May 25, 2011