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Q&A: Minority Shareholder Cannot Prevent Sale of Company

susan marmaduke headshotby Susan Marmaduke

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.

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