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obligation to pay or cause Green Hills to pay petitioner for the
shares ($47 million) by September 24, 1998; (c) the purchase
price shall be reduced by dividends and salary (net after payment
of taxes) paid to petitioner for the period after September 24,
1998; and (d) until O’Dowd completes the purchase of petitioner’s
stock, petitioner shall be paid all dividends in accordance with
the shareholders’ agreement, which payments shall offset the
purchase price for the shares.
3. Corrected Partial Final Award
The arbitrator issued a corrected partial final award on
April 25, 2000, which provides in pertinent part:
The purchase price shall be offset and reduced by all
dividends paid to * * * [petitioner] based on Green
Hills’ earnings for the Third Quarter of 1998 and
thereafter until the date of purchase of * * *
[petitioner’s] share; said offset shall be reduced by
the amount of ordinary taxable income of Green Hills
(excluding long term capital gains) attributable to
* * * [petitioner] for the period September 24, 1998
until the purchase date multiplied by a fraction the
numerator of which is .1367 and the denominator of
which is .7070.
Petitioner filed a petition in the California Superior Court
for the County of Los Angeles (the Superior Court) and a petition
for writ of mandate in the Court of Appeal of the State of
California for the Second District (the Court of Appeal) in an
effort to have the partial final award vacated. Both petitions
were denied.
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