Brown v. Allied Corrugated Box Co

In Brown v. Allied Corrugated Box Co. (1979) 91 Cal. App. 3d 477, the court held, among other things, that under former sections 4658 and 4659 (the predecessor statutes to 2000), it was improper to discount the value of minority shares being purchased because of their lack of control. The court looked to the statutory buy-out scheme to determine whether minority shares should be discounted, finding the practice of devaluing minority shares in the area of taxation to have little validity in the buy-out context. (Id. at p. 486.) According to the court, "it is clear that upon distribution of the dissolution proceeds each of the shareholders would have been entitled to the exact same amount per share, with no consideration being given to whether the shares had been controlling or noncontrolling. Under the valuation approach adopted by the majority commissioners and confirmed by the trial court, however, a controlling shareholder, especially an unscrupulous one, could avoid the proportionate distribution which would follow from an involuntary dissolution simply by invoking the buy-out provisions of former Corporations Code sections 4658 and 4659 ." ( Id. at p. 486.) "Thus, the very misconduct and unfairness which provoked the minority shareholders to seek involuntary dissolution could, in this manner, be used to further oppress them. This, the statutory scheme before us cannot be read as condoning. Rather, the statutes suggest that a minority shareholder who brings an action for the involuntary dissolution of a corporation should not, by virtue of the controlling shareholder's invocation of the buy-out remedy, receive less than he would have received had the dissolution been allowed to proceed. The majority commissioners' decision here to devalue plaintiffs' shares for their lack of control was in direct conflict with this principle." ( Id. at p. 487.)