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Abstract

This Article discusses the often subtle tasks faced by the courts in construing close corporations law, which is state law. The judiciary in individual states has skillfully managed the invention, continuing development and ongoing evolution of lack of marketability and minority discounts as it strives to honor its constitutional mandate to resolve controversies between minority and majority shareholders in close corporations relating to valuing close corporations’ stock. These controversies arise in the context of share transactions in such corporations. Close corporations are traditionally not listed on stock exchanges, and the legislatures in some states have, in some instances, helped to facilitate the judiciary’'s ongoing inventive ingenuity in its continuing efforts to resolve these disputes in a context where there is usually no marketplace for the stockholders in close corporations to readily leave by selling their shares and moving on. This Article analyzes the approaches of the judiciary in individual states as the judiciaries in the states collectively pursue— almost in synchrony— the elusive judicial goal of a fair and equitable resolution of close corporation valuation problems that arise in a plethora of factual share transaction settings, which demand individually tailored solutions.

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