Oregon Revised Statutes Chapter 60 § 60.952 — Court

Court proceeding by shareholder in close corporation; conditions; court-ordered remedies; share purchase; expenses. (1) In a proceeding by a shareholder in a corporation that does not have shares that are listed on a national securities exchange or that are regularly traded in a market maintained by one or more members of a national or affiliated securities association, the circuit court may order one or more of the remedies listed in subsection (2) of this section if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; (c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or (d) The corporate assets are being misapplied or wasted. (2) The remedies that the court may order in a proceeding under subsection (1) of this section include but are not limited to the following: (a) The performance, prohibition, alteration or setting aside of any action of the corporation or of its shareholders, directors or officers or any other party to the proceeding; (b) The cancellation or alteration of any provision in the corporation’s articles of incorporation or bylaws; (c) The removal from office of any director or officer; (d) The appointment of any individual as a director or officer; (e) An accounting with respect to any matter in dispute; (f) The appointment of a custodian to manage the business and affairs of the corporation, to serve for the term and under the conditions prescribed by the court; (g) The appointment of a provisional director to serve for the term and under the conditions prescribed by the court; (h) The submission of the dispute to mediation or another form of nonbinding alternative dispute resolution; (i) The issuance of distributions; (j) The award of damages to any aggrieved party; (k) The purchase by the corporation or one or more shareholders of all of the shares of one or more other shareholders for their fair value and on the terms determined under subsection (5) of this section; (L) The retention of jurisdiction of the case by the court for the protection of the shareholder who filed the proceeding; or (m) The dissolution of the corporation if the court determines that no remedy specified in paragraphs (a) to (L) of this subsection or other alternative remedy is sufficient to resolve the matters in dispute. In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve the corporation solely because it has accumulated earnings or current operating profits. (3) The remedies set forth in subsection (2) of this section shall not be exclusive of other legal and equitable remedies that the court may impose. Except as provided in this subsection, the shareholders of a corporation may, pursuant to an agreement described in ORS 60.265, agree to limit or eliminate any of the remedies set forth in subsection (2) of this section. The remedies set forth in subsection (2)(e), (j) and (m) of this section may not be eliminated. (4) In determining the appropriate remedies to order under subsection (2) of this section, the court may take into consideration the reasonable expectations of the corporation’s shareholders as they existed at the time the corporation was formed and developed during the course of the shareholders’ relationship with the corporation and with each other. The court shall endeavor to minimize the harm to the business of the corporation. (5)(a) If the court orders a share purchase, the court shall: (A) Determine the fair value of the shares, with or without the assistance of appraisers, taking into account any impact on the value of the shares resulting from the actions giving rise to a proceeding under subsection (1) of this section; (B) Consider any financial or legal constraints on the ability of the corporation or the purchasing shareholder to purchase the shares; (C) Specify the terms of the purchase, including, if appropriate, terms for installment payments, interest at the rate and from the date determined by the court to be equitable, subordination of the purchase obligation to the rights of the corporation’s other creditors, security for a deferred purchase price and a covenant not to compete or other restriction on the seller; (D) Require the seller to deliver all of the seller’s shares to t