Sound Infiniti, Inc. ex rel. Pisheyar v. Snyder

¶1 — This case allows us to consider whether an appraisal proceeding is the exclusive remedy for a dissenting shareholder who was frozen out through a reverse stock split. It is also an opportunity to visit the question of whether there are circumstances under which a divested shareholder has standing in a derivative suit. We affirm the Court of Appeals and hold (1) that the appraisal proceeding in RCW 23B.13.020 is a dissenting shareholder’s exclusive remedy unless a corporate action is procedurally defective or fraudulent and (2) that a divested shareholder does not have standing in a…