When A Shareholder Oppression Remedy Is No More

Law360, New York (July 20, 2016, 5:13 PM EDT) -- In June 2014, the Texas Supreme Court ruled in Ritchie v. Rupe that there is no common law remedy for the oppression of minority shareholders.[1] In that case, a minority shareholder claimed that the corporation's other shareholders had refused to buy her shares for fair value or meet with prospective outside buyers. The jury sided with the minority shareholder. The trial court ordered the corporation to buy out her shares and the court of appeals upheld the buyout order. The Texas Supreme Court, in a 6-3 decision, held that the conduct was not oppressive under the statute on which the minority shareholder relied[2] and further declined to recognize a Texas common law cause of action for minority shareholder oppression (MSO doctrine). Both the majority and dissenting opinions are carefully reasoned and are excellent sources for understanding the MSO doctrine. Whatever your views may be regarding this decision, the bottom line for Texas lawyers and their clients is that the MSO doctrine, as it has been understood and applied for several decades in Texas, is no more....

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