South Carolina Code 33-18-420. Extraordinary relief: share purchase
(b) If the court orders a share purchase, it shall:
Terms Used In South Carolina Code 33-18-420
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
(1) 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 any appraisers appointed by the court, and any legal constraints on the corporation’s ability to purchase the shares;
(2) 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;
(3) 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;
(4) 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;
(5) provide that, if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under § 33-18-430; and
(6) provide that the corporation or remaining shareholders release or enter into an agreement to indemnify the seller from any personal liability for obligations of the corporation the seller has personally guaranteed.
(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.