Ethics Expert Comments on Minority Shareholder Rights

    Ethics Expert WitnessThis case involves the minority shareholder and Chief Operating Officer of a C-corporation in Utah, where the owners of the company are taxed separately from the company itself. The minority shareholder was forced out of her role, but her former colleagues refused to buy her out, despite the company’s excellent revenue stream. Additionally, the minority shareholder’s employment contract was vague and did not discuss the possibility of a buyout. An expert on both corporate governance and company liquidity was needed to evaluate the company’s valuation, and determine whether mismanagement led to the lack of a buyout option for the minority shareholder.

    Question(s) For Expert Witness

    • 1. Please briefly describe your experience with corporate governance.
    • 2. What factors usually lead to a liquidity event for such firms, such as a public offering or the payment of dividends?

    Expert Witness Response E-007726

    As a business ethics scholar, I am very familiar with exit events and the governance and incentive structures of firms and C-corporations, as well as fiduciary duty obligations to buyouts of minority shareholders. In my teaching of business law, I regularly train students to understand corporate governance matters including fiduciary duties owed by firms to their investors.

    Expert Bio

    This expert is trained as a securities lawyer, having extensive experience preparing and analyzing disclosure of a wide range of corporate risks including environmental risk and financial conditions. He has represented investment banks, issuers, and investors in a wide range of transactions requiring the assessment and disclosure of risk. He has published or presented dozens of papers and research on the subjects of corporate governance and law, labor law, and the global economy. A MacArthur Fellow, he lectures regularly at his University’s business school.

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