Q: My sisters and I own our family business, which is an Oregon corporation. The four of us each own 25% of the shares in the company. My sisters want to sell the company. Our shareholder agreement does not address this situation. Can I prevent the sale?
A: If there is no shareholder agreement covering this situation, a minority shareholder in a closely-held Oregon company generally cannot veto or otherwise prevent a sale. Instead, a shareholder can dissent and receive “fair value” for his or her shares. If the parties cannot agree on the “fair value” of the shares, a court will make that determination. It would be advisable to seek the advice of a closely-held business lawyer on how to proceed.
Originally published in the Portland Business Journal.