Can a shareholder buyout replace a cause of action for involuntary dissolution of a corporation?

California, United States of America


The following excerpt is from Ontiveros v. Constable, 237 Cal.Rptr.3d 892, 27 Cal.App.5th 259 (Cal. App. 2018):

Such a conclusion finds support in section 2000. A cause of action for involuntary dissolution of a corporation seeks to end the subject corporation's legal existence. (See 1800.) In litigating that cause of action, the plaintiff would have to show that dissolution of the corporation was warranted while the defendant would fend off such a claim. Section 2000 allows the parties to avoid such litigation if the corporation or holders of 50 percent or more of the voting power of the corporation opt to purchase the shares owed by the plaintiff at their "fair value." ( 2000, subd. (a).) Subdivision (c) of section 2000 provides for a procedure to determine the fair value of the shares if the parties do not agree on a value. As such, section 2000 provides a mechanism to take the place of a cause of action for involuntary dissolution by allowing the parties to avoid litigating that claim and providing a means to establish the fair value of the corporation's shares. In this sense, the court's use of the word "supplants" is particularly apt. (See Goles v. Sawhney (2016) 5 Cal.App.5th 1014, 1018, 210 Cal.Rptr.3d 261 ["A section 2000 shareholder buyout is a special proceeding that supplants an action for involuntary dissolution of a corporation."].)

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