[579]*579PETERSON, J.
This case involves what courts and commentators have described as a “cash-out merger,” a “squeeze-out merger,” or a “freeze-out merger.” In this opinion, we will use the term “cash-out merger.” Under ORS 60.551 to 60.594, majority shareholders may eliminate minority shareholders of a corporation by merger procedures that allow dissenting minority shareholders to receive “fair value” for their shares.
Plaintiffs were minority shareholders in Consumer Data Systems, Inc. (CDS), an Oregon corporation. They filed this action, claiming a violation of various rights incident to a cash-out merger involving CDS and another corporation, Car Data Systems, Inc. (Car Data). Plaintiffs allege that other CDS shareholders and directors breached a fiduciary duty owed to plaintiffs as minority shareholders. They seek compensatory and punitive damages.1 The trial court dismissed their complaint for failure to state a claim, ORCP 21A(8), and the Court of Appeals affirmed. Stringer v. Car Data Systems, Inc., 108 Or App 523, 821 P2d 418, modified on reconsideration, 110 Or App 14, 821 P2d 418 (1991). We affirm the decision of the Court of Appeals, but on different grounds.
Before turning to the facts, a brief summary of cash-out mergers is appropriate.
At common law, each shareholder of a corporation was considered to have a “vested right” in the corporation. As a result, the rule in many jurisdictions was that a single shareholder could veto a proposed business combination. See Annot, Valuation of Stock of Dissenting Shareholders in Case of Consolidation or Merger of Corporation, Sale of its Assets, or the Like, 48 ALR3d 430, 435 (1973); Chicago Corp. v. Munds, 20 Del Ch 142, 172 A 452, 455 (1934).
Legislatures, courts, and commentators found that the right of a single shareholder to veto business transactions [580]*580trammeled the concept of corporate democracy. The veto was therefore eliminated. The general rule today is that decision-making by the majority must take precedence over the objection of alone dissenter. See Revised Model Business Corporation Act § 13.02 (1984) (the “Model Act”); ORS 60.554(1).
The rejection of a minority veto and the recognition of majority rule has not occurred without regard for the potential abuses of a majority’s power directed against minority interests. The linchpin of a dissenter’s protection in merger cases is found in the statutory appraisal remedy. This remedy is designed to provide statutory protection to those minority shareholders who do not concur with the decision of the majority shareholders.
One device commonly used to eliminate minority shareholders who disagree with the majority shareholders about corporate decision-making is the cash-out merger. A typical cash-out merger, and the appraisal remedy, are described in 1 F.H. O’Neal & R. Thompson, O’Neal’s Oppression of Minority Shareholders 21-22, § 5:04 (2d ed):
“Controlling shareholders often utilize a statutory merger as an instrument for squeezing out minority shareholders or altering their rights and preferences. In every state the corporation statute provides a statutory procedure by which two or more corporations can be combined into a single corporation even though less than all shareholders approve. * * *
“Under the typical procedure for merger, the directors of the combining companies adopt a plan of merger, which sets forth the terms and conditions of the merger, including the manner in which shares of each of the constituent corporations are to be converted into shares, obligations, or other securities of the surviving corporation, or into cash or other property. The board then submits the plan to the shareholders of each constituent corporation. Depending on the corporation statute in the particular jurisdiction, the plan must be approved by holders of a majority or another specified proportion of each company’s shares or by holders of a majority or specified proportion of shares with voting rights. * * * If the plan receives the required approval, it is then filed in a specified public office. A shareholder who dissents from a merger can force the corporation in which he has held stock [581]*581or the surviving corporation, depending upon the statute, to purchase his shares at their appraised value.” (Footnotes omitted.)
Undeniably, such mergers have a coercive element.
“Freezeouts, by definition, are coercive: minority stockholders are bound by majority rule to accept cash or debt in exchange for their common shares, even though the price they receive may be less than the value they assign to those shares. But this alone does not render freezeouts objectionable. Majority rule always entails coercion. It is, nonetheless, an acceptable rule of governance if all members of the voting constituency share a common goal and if all will be identically affected by the outcome of the vote. In the ordinary arm’s-length merger negotiated by the managements of two unrelated corporations, stockholders of the merged entity are properly viewed as having a common interest in maximizing the returns on their stock, whether through periodic dividends or through sale or liquidation of the firm. Once approved by a statutory majority, the terms of such a merger will apply equally to each of the merging company’s stockholders, and the common decision will satisfy the principle that all members of the class be treated alike. Majority rule is thus an appropriate means of deciding whether an arm’s-length merger should be allowed, and it is of course a universal feature of the corporate law. Despite the element of coercion, dissenters to such a merger are hound, or remitted to an appraisal proceeding, by vote of a majority of their class, because it is assumed that any disagreement among the stockholders involves nothing more than a practical judgment about the best way to achieve a common aim. ’ ’ Brudney & Chirelstein, A Restatement of Corporate Freezeouts, 87 Yale LJ 1354, 1357-58 (1978).
The Oregon statutes that permit cash-out mergers, ORS 60.481 to 60.501, contain procedural protections for minority shareholders. ORS 60.554 provides in part:
“(1) Subject to subsection (2) of this section, a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate acts:
“(a) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by ORS 60.487 or the articles of incorporation and the shareholder is entitled to vote on the merger or if the [582]*582corporation is a subsidiary that is merged with its parent under ORS 60.491;
“(b) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will he acquired, if the shareholder is entitled to vote on the plan[.]”
Dissenters from a proposed merger have a right to demand payment for their shares. ORS 60.571. If they do so, the corporation is then required to pay each dissenter “the fair value of.the shareholder’s shares, plus accrued interest.” ORS 60.577(1). If the parties do not agree as to fair value for the shares, the corporation “shall commence a proceeding * * * to determine the fair value of the shares and accrued interest.” ORS 60.591(1). A court then determines the fair value of the shares. The appraisal procedure is the sole remedy for dissenting shareholders in the absence of “unlawful or fraudulent” conduct. ORS 60.554(2) provides:
“A shareholder entitled to dissent and obtain payment for the shareholder’s shares under ORS 60.551 to 60.594 may not challenge the corporate action creating the shareholder’s entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.”
Plaintiffs brought this action, claiming that defendants acted unlawfully incident to the transfer of CDS shares to Car Data, squeezing out plaintiffs. The trial court granted defendants’ motions to dismiss for failure to state a claim. ORCP 21A(8).
Plaintiffs’ complaint alleges that plaintiffs Stringer and Schubert and two other shareholders owned 43 percent of the shares of CDS. Thirty-two individuals, including the six directors of CDS, owned the remaining 57 percent of CDS. According to the complaint, “[i]n late 1988 or early 1989, the CDS Directors and the larger CDS shareholders, Donald Smith, Mark Kallenberger and Lawrence Custer * * *, decided to squeeze the Minority Shareholders out of their ownership in CDS and to offer them a nominal sum for their stock, which sum was significantly below the fair market value of the stock.” The directors and larger shareholders formed a new company that subsequently became Car Data, transferred their shares in CDS to Car Data in exchange for its stock, and solicited all the remaining shareholders, except [583]*583for the four minority shareholders, to participate in their plan. A total of 32 CDS shareholders transferred their stock, amounting to 57 percent of the CDS shares, to Car Data. Car Data shareholders then voted for a merger between Car Data and CDS. Pursuant to the merger proposal, each CDS shareholder would receive $0,002 per share. As owner of 57 percent of CDS, Car Data voted for the merger. The merger was approved over the objections of plaintiffs and two other minority shareholders.
Plaintiffs claimed that their shares were worth at least $0.10 per share and refused to accept the $0,002 offered them. Car Data rejected plaintiffs demand for $0.10 per share and instituted an appraisal proceeding in the circuit court pursuant to ORS 60.591.2 Plaintiffs instituted this action in the circuit court against Car Data, CDS, the 32 individual former shareholders of CDS and the present shareholders of Car Data (the shareholder defendants), and the lawyers who represented both CDS and Car Data during the merger process. Plaintiffs’ complaint contained three claims for relief: (1) a claim for breach of fiduciary duty against all defendants,3 in which they prayed for rescission of the merger and appointment of a receiver, or, alternatively, for compensatory damages4 and an award of punitive damages against Car Data and the shareholder defendants; (2) a claim for civil conspiracy against all defendants, in which they sought compensatory damages and punitive damages against Car Data and the shareholder defendants; and (3) a derivative claim against the former directors of CDS for failing to obtain the best price for all shareholders.
The circuit court stayed the proceedings in the present case pending trial of the appraisal case. The appraisal [584]*584case was concluded, and this case then proceeded.5
Defendants moved to dismiss plaintiffs’ claim on the grounds that (1) plaintiffs’ sole remedy is under the appraisal procedure, and (2) even if appraisal is not the sole remedy, plaintiffs’ complaint “fail[s] to state facts to support a claim for relief * * * for breach of fiduciary duty.” The circuit court dismissed plaintiffs’ complaint.
Plaintiffs appealed, pursuing their damages claims on theories of breach of fiduciary duty and civil conspiracy, but abandoned their derivative claim and rescission claim. The Court of Appeals affirmed. Stringer v. Car Data Systems, Inc., supra, 108 Or App at 527-28; id., 110 Or App at 17 (on reconsideration).
Because this case comes to us on appeal of an order of dismissal, we must determine whether the complaint states a claim. In considering the sufficiency of plaintiffs’ complaint, we accept all well-pleaded allegations of the complaint as true and give plaintiffs the benefit of all favorable inferences that may be drawn from the facts alleged. Madani v. Kendall Ford, Inc., 312 Or 198, 201, 818 P2d 930 (1991). We quote pertinent portions of plaintiffs’ complaint:
“12.
“Throughout 1988 and into 1989, CDS experienced continued success in sellingits product. Its revenues during this period were increasing at a much faster rate than its expenses. All shareholders had a reasonable belief that the value of CDS would rise significantly over the next few years.
“13.
“In late 1988 or early 1989, the CDS Directors and the larger CDS shareholders, Donald Smith, Mark Kallenberger and Lawrence Custer (collectively referred to herein as the ‘Controlling Shareholders’), decided to squeeze the Minority Shareholders out of their ownership in CDS and to offer them a nominal sum for their stock, which sum was significantly below the fair market value of the stock (the ‘Plan’). The principal purpose of the Plan was to deprive the Minority Shareholders of most of the present value of their stock in [585]*585CDS and to deprive the Minority Shareholders of their share of the anticipated significant rise in the value of CDS stock over the next few years.
<£* * * * *
“24.
“Throughout April 1989, while all defendants were carrying forth the Plan to squeeze out the Minority Shareholders, all defendants knew the $0,002 per share to be offered the Minority Shareholders was grossly less than the present fair market value of the shares.
“25.
“Throughout April 1989, while all defendants (except Kargman and Perry) were carrying forth the Plan to squeeze out the Minority Shareholders, all such defendants believed that the value of the CDS stock would greatly increase over the next few years, based on the increased business sales and profitability of CDS.
“26.
“In early 1989, CDS received an offer from a third party to purchase substantially all of the corporation’s assets. This offer was at a price substantially greater than $0,002 per share.
“27.
“At a shareholders’ meeting on February 6, 1989, the shareholders voted to reject this offer. All of the Majority Shareholders voted to reject this offer.”
The thrust of plaintiffs’ claims here is this (quoting from their brief):
“The majority shareholders owe a duty of loyalty, good faith, fair dealing, and full disclosure to the minority shareholders. This duty is breached when the majority transfers corporate assets to themselves and offers the minority a mere fraction of the true value of their shares.”
As stated above, ORS 60.554(2) provides that a dissenting shareholder “may not challenge the corporate action creating the shareholder’s entitlement unless the action is unlawful or fraudulent -with respect to the shareholder or the corporation.” The dispositive question here is whether plaintiffs have alleged facts that would establish that defendants’ conduct was “unlawful or fraudulent” within the meaning of ORS 60.554(2).
[586]*586We start with the observation that this court may not question the wisdom of the Legislative Assembly in enacting the Oregon Business Corporation Act. That law drew upon the Model Business Corporation Act and contains procedures for majority shareholders to “squeeze out” minority shareholders. The legislative decision involved considerations affecting both majority shareholders and dissenting shareholders.
“The accompanying proposals as a whole are designed to benefit both minority shareholders and controlling shareholders. Minority shareholders benefit because the assertion of their rights is made easier, and penalties are introduced for vexatious obstruction by corporate management. Controlling shareholders benefit directly and indirectly. They benefit directly by the added incentives for dissenters to settle without a judicial appraisal. They benefit indirectly because the provision of an adequate appraisal right diminishes the justification for courts to enjoin or set aside corporate changes because of the absence of an ‘adequate remedy at law,’ or because the corporate action ‘would operate as a fraud.’ ” Conard, Amendments of Model Business Corporation Act Affecting Dissenters’Rights (Sections 73, 74,80, and 81), 33 Bus Law 2587, 2593 (1978).
In order to decide whether plaintiffs have a claim in addition to their rights under the appraisal procedure statutes, we must look more closely at those statutes. After both corporations have “consummated” a plan of merger, ORS 60.487, the appraisal procedures of ORS 60.551 to 60.594 may be invoked by dissenting shareholders. The procedures are:
First, a dissenting shareholder must give notice of intent to demand payment for his or her shares, ORS 60.564(1), and then demand payment and deposit the share certificates, ORS 60.571. The surviving corporation is required to “pay each dissenter * * * the amount the corporation estimates to be the fair value of the shareholder’s shares, plus accrued interest.” ORS 60.577(1). The payment must be accompanied by the “corporation’s balance sheet,” a “statement of the corporation’s estimate of the fair value of the shares,” and “explanation of how the interest was calculated,” a “statement of the dissenter’s right to demand [587]*587payment under ORS 60.587,” and a “copy of ORS 60.551 to 60.594.” ORS 60.577(2).
A dissenter who is dissatisfied with the price paid may notify the corporation and demand payment of the dissenter’s estimate of the shares’ “fair value.”6 ORS 60.587. The corporation must then do one of three things: (1) not go forward with the merger, (2) pay the estimate to the shareholder, or (3) commence a proceeding in the circuit court to determine the fair value of the shares and accrued interest. ORS 60.587, 60.591.
In circuit court appraisal proceedings, dissenting shareholders who have been paid less than fair value of their shares by the corporation are entitled to a court award of the difference between the amount paid by the corporation and the fair value of the shares, plus interest. With exceptions not relevant here, the corporation also is required to pay “all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court.” ORS 60.594(1), 60.591(5)(a).
In addition, dissenters are entitled to “fees and expenses of [their] counsel and experts” if (1) “the corporation did not substantially comply with * * * ORS 60.561 to 60.587,” or (2) the corporation “acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.” ORS 60.594(2).
Under ORS 60.591(5), a dissenting shareholder is entitled to payment for that which has been taken, the fair value of the stock. In determining the fair value of a stock immediately before the merger, many factors are relevant, including, but not limited to, the following:7 the price at which the shares had been selling; the amount, if any, of [588]*588present share value increase or decrease because of anticipated future earnings of the corporation; corporate assets; corporate earnings or losses; corporate reputation; anticipated competition. ORS 60.551(4) excludes consideration of appreciation or depreciation in anticipation of the corporate action, unless it would be inequitable to exclude such appreciation or depreciation.
The fair value of corporate stock may be more or less than the sum of the parts of the corporation, depending on a host of factors. In determining the fair value of stock in a closely held corporation, ORS 60.551(4), the court’s responsibility and authority is similar to that of a judge in a tax case or a domestic relations case involving the fair market value of stock of a corporation. In short, the court should take into account all relevant factors.8
Plaintiffs’ complaint in this case alleged neither fraud nor misleading representations that were relied upon by plaintiffs. From plaintiffs’ complaint, one can infer only that the amount paid by CDS was unfair and unreasonably low, in an attempt to avoid paying fair value to plaintiffs for their shares.
Cases such as this are the very kind addressed by the statutory scheme. With the exception of punitive damages, every element of damages that plaintiffs seek herein is recoverable under ORS 60.551 to 60.594. The complaint contains no allegations of fact that, if proved, would support a punitive damages award.9 The legislative plan expressly provides for [589]*589recovery of attorney fees and expenses and of expert fees and expenses for arbitrary or vexatious action, or actions “not in good faith” in connection with the cash-out merger. See 60.594(1) and (2). This provision suggests to us that the legislature intended that, even if the corporation offers too little money to the dissenters for their shares “arbitrarily, vexatiously or not in good faith,” ORS 60.594(2), and if the disagreement is solely as to the value of the shares, statutory appraisal is the exclusive remedy.10
The last clause of ORS 60.551(4) also is significant. To the extent, if any, that plaintiffs seek damages for “any appreciation or depreciation in anticipation of the corporate action,” those damages can be considered if “exclusion would be inequitable.” We agree with the Delaware Supreme Court that “there is a legislative intent to fully compensate shareholders for whatever their loss may be, subject only to the narrow limitation that one can not take speculative effects of the merger into account.” Weinberger v. UOP, Inc., 457 A2d 701, 714 (Del 1983).
“ ‘Thus, market value, asset value, dividends, earning prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger and which throw any light on future prospects of the merged corporation are not only pertinent to an inquiry as to the value of the dissenting stockholders’ interest, but must be considered by the agency fixing the value.’
“This is not only in accord with the realities of present day affairs, but it is thoroughly consonant with the purpose and intent of our statutory law.” Id. at 713 (quoting TriContinental Corp. v. Battye, 74 A2d 71, 72 (Del 1950)).
[590]*590In Weinberger, the Delaware court also stated:
“But elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be consideredId. at 713.
Plaintiffs’ complaint clearly alleges a disagreement as to valuation, and we also can infer payment by Car Data of an unreasonably low price. Where the allegations show only a disagreement as to price, however, with no allegations that permit any inference of self-dealing, fraud, deliberate waste of corporate assets, misrepresentation, or other unlawful conduct, the remedy afforded by ORS 60.551 to 60.594 is exclusive. That is true even if the majority shareholders acted arbitrarily or vexatiously or not in good faith. Stepak v. Schey, 51 Ohio St 3d 8, 553 NE2d 1072, 1075 (1990) (remedy for breach of fiduciary duty involving only the price that a shareholder receives is limited to appraisal statute); Schloss Associates v. C & O Ry., 73 Md App 727, 536 A2d 147,158 (1988) (“What we have then is essentially a complaint over price — the amount and how it was established — for which the statutory appraisal right is a wholly adequate remedy.”); Green v. Santa Fe Industries, Inc., 70 NY2d 244, 514 NE2d 105, 112 (1987) (“Here, * * * all of the actions with which defendant corporations are charged relate to price; there are no claims asserted against individual defendants based on dual representation; and it cannot be said that the ‘defendants are charged with bad faith which goes beyond issues of “mere inadequacy of price.” Cole v. National Cash Credit Association [18] Del. Ch. [47], 156 A183,187-88 [1931]’ ”).11
It may be that the $0,002 offer was insulting to plaintiffs, and it may even have been motivated by bad faith. But, because the facts alleged in the complaint, if established, support no claim for damages apart from the fair value of the [591]*591shares, we believe that the legislature intended that dissenting shareholders in the position of plaintiffs be limited to their remedies under the appraisal statutes.
The decision of the Court of Appeals and the judgment of the circuit court are affirmed.