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n. The term given to the process of eliminating a minority interest in a corporation.


Squeeze-outs, sometimes called freeze-outs, are actions taken by the controlling shareholders to deprive a minority shareholder of his interest in the business or a fair return on his investment. Balvik v. Sylvester, 411 N.W.2d 383, 386 (N.D. 1987). Because of the predicament in which minority shareholders in a close corporation are placed by a squeeze-out situation, courts have analyzed alleged 'oppressive' conduct by those in control in terms of 'fiduciary duties' owed by the majority shareholders to the minority and the 'reasonable expectations' held by the minority shareholders in committing their capital and labor to the particular enterprise. Id. at 387.


Idaho case law is clear on the fiduciary duty owed by directors. 'As fiduciaries, corporate directors are bound to exercise the utmost good faith in managing the corporation. However, the 'business judgment rule' immunizes the good faith acts of directors when the directors are acting within the powers of the corporation and within the exercise of their honest business judgment.' Steelman v. Mallory, 110 Idaho 510, 513, 716 P.2d 1282, 1285 (1986) (internal citations omitted). 'In Idaho a ...

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