Goles v. Sawhney
Annotate this CaseKatana, a closely held corporation, is a software development company. Mark and Karen Goles appeal from an order specifying $139,666.67 as the buyout value of their 36.7% minority shareholder interest in Katana pursuant to Corporations Code section 2000, subd. (c). The court construed the order as an alternative decree which is appealable pursuant to section 2000, subdivision (c). The Goles contend that the buyout order must be reversed because the trial court's determination of the fair value of the Goles's shareholder interest was erroneous as a matter of law. The court reversed the judgment and ordered the trial court, on remand, to obtain a majority fair value appraisal that takes into account the derivative claims and does not use a lack-of-control discount. In the alternative, the trial court may take evidence on the derivative claims and make a de novo determination of the fair value of the Goles's shareholder interest, consistent with section 2000.
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