Can I Force My Iowa Corporation to Buy My Stock?

Minority Shareholder Force Sale of Stock

Minority shareholders seeking to exit an Iowa corporation frequently ask, “can I force my closely-held Iowa corporation to purchase my stock.”  A great question, but one that is frequently met with a variety of answers.  On January 21, 2014, the Delaware Supreme Court published an opinion on this very topic.  And while the case applies Delaware law (not Iowa law) and each case is factually unique, the opinion illustrates how other courts, including Iowa courts, may decide a similar case involving a shareholder seeking to force their corporation to purchase stock.  The FULL OPINION can be read here.

In short, the Delaware Supreme Court applied Delaware law and held that “[u]nder common law, the directors of a closely held corporation have no general fiduciary duty to repurchase the stock of a minority stockholder.”  The court went on to find, “[a]n investor must rely on contractual protections if liquidity is a matter of concern … [the shareholder] has no inherent right to sell her stock to the company at ‘full value,’ or any other price. It follows that she has no right to insist on the formation of an independent board committee to negotiate with her.”

Upon concluding that Delaware common law did not permit the shareholder to force the company to purchase her stock, the court turned to the corporation’s governing documents, and in particular a shareholder agreement.  The court opined:

[t]he Shareholders’ Agreement provides the only protection available to [the shareholder] … But the relevant provision, Paragraph 7(d), gives the stockholder and the company discretion as to whether to engage in a transaction, and as to the price. It does not impose any affirmative duty on either party to consider or negotiate any repurchase proposal.

Clearly, if the corporation’s governing documents contained additional language concerning a mandatory obligation to purchase stock from shareholders, the case would likely have turned out different.

Interestingly, the court did not address the merits of the shareholder’s derivative claim against the directors for breach of the duty of loyalty.  The shareholder alleged the directors harmed the corporation and breached their duty of loyalty to the corporation by not “faithfully” considering an investment opportunity (i.e. purchasing her stock).  She further alleged they did not consider the investment opportunity because they were concerned about “preserving their personal tax planning interests.”  As stated, the court did not consider the merits of this intriguing claim.  The court reasoned it did not need to consider the merits because the shareholder failed to make a required derivative demand and otherwise properly plead the claim.  Consequently, the merits of proceeding upon such a claim based upon the case facts are still uncertain and warrant consideration.

If you or someone you know are interested in learning more about how you can exit your Iowa corporation, you should consider contacting a licensed attorney.

Legal Disclaimer and Terms of Use

Innovative Litigation, L.L.C., as owner and host of this site, and Matthew McKinney as the author (acting on behalf of and through Innovative Litigation, L.L.C.) cannot and does not warrant the accuracy or reliability of the information presented on or through this site.  The law can and does change over time and the information contained herein may not reflect the most recent laws – whether statutory law, administrative law, case law, constitutional law, or otherwise.  The information on this website does not constitute legal advice and readers should not rely on it to solve problems or other matters.  Further, you should seek licensed counsel in the appropriate legal jurisdiction before taking any action.  Any information provided on this site is presented “As Is” for your personal curiosity and enjoyment.  It is not meant to be relied upon for legal advice, counsel, or for any other purposes.  Such information does not take the place of a lawyer.  Rules and laws differ by jurisdiction and the information contained within this website may not apply in your jurisdiction.  The appearance of articles, listings, or ads, by or for professionals, on this site, does not constitute an endorsement.  In all cases, you are responsible for determining the quality of services, information, and/or advice provided by professionals through, or as a consequence of, your use of this site.  Neither liability nor responsibility shall arise to any person or entity with respect to loss or damage caused (or alleged to be caused), directly or indirectly, by information posted on this website, or by reason of contact with a professional listed on, or posting information to, this site.  No attorney-client relationship is formed by viewing this website and practice is limited to jurisdiction where lawyers are admitted.  The information furnished on the website is only general and not a substitute for personalized legal advice.   Legal advice cannot be given without full consideration of all relevant information relating to the individual(s) situation.  Laws can change daily and new laws may, and likely will, affect the accuracy of the information herein.  The information herein may be outdated and replaced by new law.

If you are seeking representation, please read the following notice before sending an e-mail:

Sending an e-mail will not make you a client.  Until an agreement regarding representation is reached with you, anything you send will not be confidential or privileged.  Before representation can occur, a lawyer will first take you through the conflict of interest procedure and see that you are put in touch with the lawyer best suited to handle your matter.

If you proceed with an e-mail, you confirm that you have read and understood this notice.

Advertisements

About Matthew McKinney

Attorney focused on civil and commercial litigation.
This entry was posted in Business Owner, Director, Litigation, Shareholder and tagged , , , , , , . Bookmark the permalink.

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s