§ 17-17-142 — Extraordinary relief; share purchase

Wyoming § 17-17-142

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 17: CLOSE CORPORATION SUPPLEMENT
• Art. 1: PROVISIONS

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(a) If the court finds that the ordinary relief described
in W.S. 17-17-141(a) is or would be inadequate or inappropriate,
it may order the corporation dissolved under W.S. 17-17-143
unless the corporation or one (1) or more of its shareholders
purchases all the shares of the shareholder for their fair value
and on terms determined under subsection (b) of this section.
(b) If the court orders a share purchase, it shall:
(i) Determine the fair value of the shares,
considering among other relevant evidence the going concern
value of the corporation, any agreement among some or all of the
shareholders fixing the price or specifying a formula for
determining share value for any purpose, the recommendations of
appraisers, if any, appointed by the court, and any legal
constraints on the corporation's ability to purchase the shares;
(ii) Specify the terms of the purchase, including if
appropriate terms for installment payments, 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;
(iii) Require the seller to deliver all his shares to
the purchaser upon receipt of the purchase price or the first
installment of the purchase price;
(iv) Provide that after the seller delivers his
shares he has no further claim against the corporation, its
directors, officers or shareholders, other than a claim to any
unpaid balance of the purchase price and a claim under any
agreement with the corporation or the remaining shareholders
that is not terminated by the court; and
(v) Provide that if the purchase is not completed in
accordance with the specified terms, the corporation is to be
dissolved under W.S. 17-17-143.
(c) After the purchase order is entered, any party may
petition the court to modify the terms of the purchase and the
court may do so if it finds that changes in the financial or
legal ability of the corporation or other purchaser to complete
the purchase justify a modification.
(d) If the corporation is dissolved because the share
purchase was not completed in accordance with the court's order,
the selling shareholder has the same rights and priorities in
the corporation's assets as if the sale had not been ordered.