Matthew G. Norton Co. v. Smyth

Under Washington’s Business Corporation Act, shareholders are entitled to dissent from certain proposed corporate actions, including mergers, and demand that the corporation pay “fair value” for the shares if the proposed action is effectuated. In a case of first impression in Washington, the trial court ruled as a matter of law that Matthew G. Norton Company could not apply a lack of marketability discount and a discount for future taxation of embedded capital gains in determining “fair value” of the dissenters’ shares in the companies that merged. Insofar as the trial court’s ruling was…