Lawson Mardon Wheaton, Inc. v. Smith

The opinion of the Court was delivered by

GARIBALDI, J.

In this appeal, we consider how a court in a statutory appraisal action should determine the “fair value” of the shares of stock held by dissenting shareholders in a family-held corporation. Specifically, in calculating “fair value” should the court apply a discount reflecting the lack of marketability or non-marketability of those shares (“marketability discount”). We also determine whether the “extraordinary circumstances test” set forth in 2 ALI, Principles of Corporate Governance: Analysis and Recommendations, ¶ 7.22(a), at 302;…