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Pueblo Bancorporation v. Lindoe, Inc.

Supreme Court of Colorado
63 P.3d 353 (Colo. 2003) (en banc)


Pueblo Bancorporation (Pueblo) (defendant) was a bank holding company with 38 shareholders. Several of the shareholders were corporations or trusts. In 1997, Pueblo decided to engage in a merger to become an S corporation for tax purposes. Through the merger, only shareholders that could legally hold shares of an S corporation were allowed to remain shareholders in the merged entity. S corporations cannot have corporations as shareholders. Therefore, Pueblo had its shares appraised and offered $341 per share to cash out the corporate shareholders. Lindoe, Inc. (Lindoe) (plaintiff) was a corporate shareholder that owned approximately six percent of Pubelo’s shares. Lindoe dissented from the merger and sought more money for its shares. Lindoe and Pueblo presented competing experts regarding the company’s value. Pueblo asserted that the shares’ value had to be discounted based on the limited market for the shares. The trial court agreed and determined that the value of the shares was $344 per share. Lindoe appealed, and the court of appeals reversed, holding that the marketability discount did not apply. Pueblo then appealed to the Supreme Court of Colorado.

Rule of Law


Holding and Reasoning (Rice, J.)

Dissent (Kourlis, J.)

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