Minority shareholders seeking to exit an Iowa corporation frequently ask, “can I force my closely-held Iowa corporation to purchase my stock.” A great question, but one that is frequently met with a variety of answers. On January 21, 2014, the Delaware Supreme Court published an opinion on this very topic. And while the case applies Delaware law (not Iowa law) and each case is factually unique, the opinion illustrates how other courts, including Iowa courts, may decide a similar case involving a shareholder seeking to force their corporation to purchase stock. The FULL OPINION can be read here.
In short, the Delaware Supreme Court applied Delaware law and held that “[u]nder common law, directors of a closely held corporation have no general fiduciary duty to repurchase the stock of a minority stockholder.” The court went on to find, “[a]n investor must rely on contractual protections if liquidity is a matter of concern … [the shareholder] has no inherent right to sell her stock to the company at ‘full value,’ or any other price. It follows that she has no right to insist on the formation of an independent board committee to negotiate with her.” Upon concluding that Delaware common law did not permit the shareholder to force the company to purchase her stock, the court turned to the corporation’s governing documents, and in particular a shareholder agreement. The court opined:
[t]he Shareholders’ Agreement provides the only protection available to [the shareholder] … But the relevant provision, Paragraph 7(d), gives the stockholder and the company discretion as to whether to engage in a transaction, and as to the price. It does not impose any affirmative duty on either party to consider or negotiate any repurchase proposal.
Clearly, if the corporation’s governing documents contained additional language concerning a mandatory obligation to purchase stock from shareholders, the case would likely have turned out different.
Interestingly, the court did not address the merits of the shareholder’s derivative claim against the directors for breach of the duty of loyalty. The shareholder alleged the directors harmed the corporation and breached their duty of loyalty to the corporation by not “faithfully” considering an investment opportunity (i.e. purchasing her stock). She further alleged they did not consider the investment opportunity because they were concerned about “preserving their personal tax planning interests.” As stated, the court did not consider the merits of this intriguing claim. The court reasoned it did not need to consider the merits because the shareholder failed to make a required derivative demand and otherwise properly plead the claim. Consequently, the merits of proceeding upon such a claim based upon the case facts are still uncertain and warrant consideration.
If you or someone you know are interested in learning more about how you can exit your Iowa corporation, you should consider contacting a licensed attorney.