Ghaly v. Riverside Cmty. Healthplan Med. Grp.

BVLaw
Full Text of Court Cases
July 25, 2023
8011 Offices and Clinics of Doctors of Medicine
621111 Offices of Physicians (except Mental Health Specialists)
shareholder dissent/oppression
appraisal, breach of fiduciary duty, dissenting shareholder, merger, reorganization, burden of proof, fiduciary duty, shareholders, fair market value, trial court

Ghaly v. Riverside Cmty. Healthplan Med. Grp.
2023 Cal. App. Unpub. LEXIS 4313; 2023 WL 4733006
US
State Court
California
Court of Appeal
Fields, Slough, Menetrez

Summary

A physician shareholder claimed that the fair market value of his one share (of 75 total shares) was undervalued when the physician practice was merged and sold to NAMM California, a company that develops and manages physician provider networks. NAMM paid $18 million in the merger, and over $12 million of that amount was paid to individual physician shareholders in the form of “transaction bonuses.” The remaining almost $6 million was paid pro rata to the shareholders. The plaintiff appealed the judgment of the California trial court, but the appellate court deemed the transaction bonuses as “just and reasonable” and affirmed the trial court.
Ghaly v. Riverside Cmty. Healthplan Med. Grp.
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See Also

Physician Shareholder Asserts Transaction Bonuses Breach Board’s Fiduciary Duties—Appeals Court Finds Them Just and Reasonable

A physician shareholder claimed that the fair market value of his one share (of 75 total shares) was undervalued when the physician practice was merged and sold to NAMM California, a company that develops and manages physician provider networks. NAMM paid $18 million in the merger, and over $12 million of that amount was paid to individual physician shareholders in the form of “transaction bonuses.” The remaining almost $6 million was paid pro rata to the shareholders. The plaintiff appealed the judgment of the California trial court, but the appellate court deemed the transaction bonuses as “just and reasonable” and affirmed the trial court.