Commercial / Business Litigation Issues

Valuation of Shares of Stock

Except as indicated, all indented material is copied directly from the court’s opinion.

Decisions of the Tennessee Supreme Court

Decisions of the Tennessee Court of Appeals

Buckley v. Carlock, No. M2019-02294-COA-R3-CV (Tenn. Ct. App. Feb. 28, 2022).

In forcing the redemption of Mr. Buckley’s shares, the court essentially awarded him the same remedy that is available to a dissenting shareholder, which is “the fair value of the shareholder’s shares.”2   Tenn.  Code Ann.  § 48-23-102(a) (2019).   Mr.  Buckley claims that the question of fair value is a question of fact.    Although true, determining a company’s fair value “is generally left to the discretion of the courts.”    Athlon Sports Commc’ns, Inc. v. Duggan, 549 S.W.3d 107, 120 (Tenn. 2018) (citation omitted); see Elk Yarn Mills v.  514 Shares of Common Stock of Elk Yarn Mills Inc., 742 S.W.2d 638, 640 (Tenn. Ct. App. 1987) (explaining that, with share valuation, “much is left to the discretion of the evaluator”).

A trial court abuses its discretion if it (1) applies an incorrect legal standard, (2) reaches an illogical or unreasonable decision, or (3) bases its decision on a clearly erroneous assessment of the evidence. Lee Med., Inc.  v.  Beecher, 312 S.W.3d 515, 524 (Tenn. 2010).  A court’s decision need only be “within the range of acceptable alternative dispositions.”    Harmon v.  Hickman Cmty.  Healthcare Servs., Inc., 594 S.W.3d 297, 305 (Tenn. 2020) (citation omitted).


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