PROBLEM
Jamal owns shares in his brother’s corporation, Evyl Storage Inc (Evyl). Evyl is a small, privately-held corporation. There are only 12 shareholders. Evyl provides self-storage units for people’s stuff.
Recently, Evyl’s Board of Directors has developed a new business plan for Evyl. The Board proposes to sell almost all of the properties it uses for offering self-storage units and then to use the money to develop a new business in truck rentals.
At the most recent shareholders’ meeting, Evyl’s Board of Directors presented its plan to the shareholders for approval. Jamal thinks that this is a terrible idea and he voted against the plan. Unfortunately, ten of the twelve shareholders approved this plan to change the business of Evyl.
Jamal does not want to be in the truck rental business. He thinks that this decision is a bad one for Evyl, and he would like to get rid of his shares before they plummet in value. But it is not easy to sell the shares of a privately held corporation.
- Does Jamal have any remedy in this situation? Explain your answer, taking care to explain the law and then apply the law to the facts. Remember to “connect the dots”.
In particular, first, identify the remedy that Jamal may have and clearly state the law related to this remedy (what is the remedy/what does it “give” and what are the conditions/requirements for being eligible for the remedy). - Second, apply the law to these facts. Show whether Jamal would be eligible and why or why not. What will Jamal “get” if he is eligible?
- Third, draw a conclusion: a simple statement that summarizes your analysis.