River Cities Investment Co.'s shareholders voted to amend the articles of incorporation to limit common stock to a total of 200 shares, reducing the existing 496,501 shares into the 200 shares. River Cities' board of directors determined that the value of the stock before the reduction was $33.23 per share, and the board offered to buy the fractions of stock the minority shareholders owned for this amount. Meanwhile, Northwest Bank Holding Company purchased River Cities and then paid the River Cities minority shareholders for their stock, in addition to notifying the stockholder$ of their appraisal rights. The stockholders sued! arguing that a "fair value" market price for their shares should include an additional amount per share because, by buying the shares, Northwest gains a controlling interest in the company. Does "fair value" include paying for the benefit of having a controlling interest? How would various reasonable definitions of "fair" sway the judges' opinions?
Northwest Investment Corp. v. Wallace, 741 N.q'.li -i: (Iowa 2007).