In re Valuation of Common Stock of McLoon Oil Co.
Maine Supreme Judicial Court
565 A.2d 997 (1989)
- Written by Daniel Clark, JD
Facts
Carl Pescosolido Sr. and his sons Carl Jr. and Richard were the sole shareholders of three oil companies, McLoon Oil Company (McLoon), Morse Brothers Oil Company (Morse Brothers), and T-M Oil Company (T-M). With respect to McLoon and Morse Brothers, the sons (plaintiffs) owned a combined 50 percent stake in each company. With respect to T-M, the sons owned only a combined 14.3 percent stake. Carl Sr. proposed to merge all three companies into a single corporation, Lido Company of New England (Lido) (defendant). The sons dissented and exercised their appraisal rights. At the appraisal hearing, a referee determined the full value of each of the three companies and awarded the sons their proportionate shares of those full values. Lido appealed, arguing that the compensation owed to the sons should be discounted to account for the fact that Lido was a controlled company of which the sons held a combined minority interest.
Rule of Law
Issue
Holding and Reasoning (McKusick, C.J.)
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