Billy Helm and his wife Betty were the directors, officers, and 54% shareholders of TimeNews, an Indiana corporation that published a magazine in the city
Billy Helm and his wife Betty were the directors, officers, and 54% shareholders of TimeNews, an Indiana corporation that published a magazine in the city of Bloomsdale. Olaf Oshe, who owned the remaining 46% of stock, sold his shares to Edna Newton for $30,000. Edna had no contact with the Helms prior to her purchase and knew she would become a minority shareholder in the corporation. However, she believed that by purchasing the stock, she would have some level of involvement in TimeNews and would receive dividends from the net profits. In the years following, no dividends were paid as profits were used to reinvest in the magazine. Edna never sought employment with TimeNews but did make one unsuccessful attempt to be elected as a director. After the failed attempt, she stopped attending the shareholder meetings. May Edna sue the Helms and/or TimeNews for treating her in an unfair manner and force them to purchase her stock at a fair market value?
a. No; the Helms have not withheld dividends in bad faith, nor have they wrongfully prevented her from being involved in the management of the corporation.
b. Yes; the Helms unfairly oppressed Edna as a minority shareholder, but they are not required to pay her the fair market value for her shares.
c. Yes; the Helms unfairly oppressed Edna as a minority shareholder and must pay Edna the fair market value for her shares.
d. No; the Helms have not withheld dividends in bad faith, but they have wrongfully prevented her from being involved in the management of the corporation.
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