The Latest Chapter in the Baur Saga

Abstract

<p>The Iowa Supreme Court case of Baur v. Baur Farms, Inc.,1 which was reversed and remanded to the District Court “for further proceedings consistent with [the Supreme Court] opinion,” has produced yet another opinion,2 which is far from “consistent with [the Supreme Court ] opinion.”3 The long saga of the Baur disputes is, very likely, far from over. The Iowa Supreme Court decision had held that “. . . majority shareholders act oppressively when, having the corporate financial resources to do so, they fail to satisfy the reasonable expectations of a minority shareholder by paying no return on shareholder equity while declining the minority shareholder’s repeated offers to sell shares for fair value.”4 The recently released District Court opinion paid little heed to the holding of the Supreme Court and concluded “. . . because his demands have exceeded the fair value of his equity interest, Jack [the plaintiff] has failed to meet his burden to prove oppression by a preponderance of the evidence.”5</p>