In a California case, a physician was a nonexclusive provider to a physician network and was one of 75 shareholders. The network was sold, and the buyer paid $18 million as part of the transaction. The physician agreed the transaction was fair, but he was the only shareholder who did not approve the merger and he had a problem with how the proceeds were doled out.

No remedy: The 75 shareholders would get $50,000 for each share, and the rest of the money would go to the network’s directors, certain officers, and some physicians as “transaction bonuses” using a “confidential formula.” The dissenting physician did not get a transaction bonus and felt the $50,000 was way below the value of his share. But the trial court ruled that, under Section 310, the merger transaction and the bonuses were “just and reasonable” and so was the value that the physician received for his share. An appellate court affirmed the decision.

The case is Ghaly v. Riverside Cmty. Healthplan Med. Grp., 2023 Cal. App. Unpub. LEXIS 4313; 2023 WL 4733006, and a case analysis and full court opinion are on the BVLaw platform.