Shawnee Telecom Res., Inc. v. BrownAnnotate this Case
In this dissenters' rights action, Shareholder in a closely held corporation withdrew from Company, after which Company tendered to Shareholder $703 per share, equaling $168,840. Shareholder claimed that the fair value of her shares was three times as much. Company sought an appraisal, and the Master Commissioner valued Brown's interest at $353,633. The trial court adopted the Commissioner's report, and both parties appealed. The court of appeals reversed and remanded for a determination of the fair value of Shareholder's shares without reference to Company's net asset value and without any discount for lack of marketability. At issue on appeal was what constituted "fair value" under Subtitle 13 of Kentucky's Business Corporation Act. The Supreme Court agreed that the fair value standard applied in this case was erroneous but on partially different grounds, holding (1) "fair value" is the shareholder's proportionate interest in the value of the company as a whole; (2) any valuation recognized in the business appraisal field, including the net asset method employed in this case, can be appropriate in valuing a given business; and (3) when valuing dissenter's shares, the shareholder-level marketability discount is rejected.