Stringer v. Car Data Systems, Inc.

*579PETERSON, J.

This case involves what courts and commentators have described as a “cash-out merger,” a “squeeze-out merger,” or a “freeze-out merger.” In this opinion, we will use the term “cash-out merger.” Under ORS 60.551 to 60.594, majority shareholders may eliminate minority shareholders of a corporation by merger procedures that allow dissenting minority shareholders to receive “fair value” for their shares.

Plaintiffs were minority shareholders in Consumer Data Systems, Inc. (CDS), an Oregon corporation. They filed this action, claiming a violation of various rights incident to a cash-out…