Fisher v. Tails, Inc.

767 S.E.2d 710 (2015)

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Fisher v. Tails, Inc.

Virginia Supreme Court
767 S.E.2d 710 (2015)

  • Written by Rose VanHofwegen, JD

Facts

Virginia corporation Tails, Inc. (defendant) operated a regional RE/MAX franchise covering several states. RE/MAX insiders who owned most of Tails’ shares wanted to sell Tails without giving Tails’ minority shareholders appraisal rights. Under Virginia law, minority shareholders could have their shares judicially appraised and bought back by the company at the appraised price in the event of a sale, but not a conversion. The majority shareholders proposed a four-step transaction: (1) convert Tails into a Delaware entity, (2) merge Tails with a new Delaware holding company, and (3) form a new Delaware subsidiary that could (4) sell Tails’ assets without triggering appraisal rights. Minority shareholders Robert and Carla Fisher and two others (plaintiffs) sued demanding appraisal rights. Tails moved for dismissal. The trial court dismissed on the ground that changing Tails to a Delaware corporation did not trigger appraisal rights. The minority shareholders appealed. Meanwhile, Tails satisfied the procedures Virginia required to reincorporate in Delaware.

Rule of Law

Issue

Holding and Reasoning (Goodwyn, J.)

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