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Business Associations Keyed to LoPucki, 2nd Ed.
Carstarphen v. Milsner
Citation:
693 F. Supp. 2d 1247 (2010)Facts
American Medflight was founded in 1993 with three equal shareholders: Carstarphen, Milsner, and John Dawson. In 1998, Dawson’s shares were sold to Reno Flying Service, a company in which Milsner owned 96.25% of shares. In 2005, the American Medflight Employee Stock Option Plan (AMF ESOP), of which Milsner and Dawson were trustees, purchased both Milsner’s personal shares and Reno Flying Service’s shares at $2,310 per share. Carstarphen was offered the same price for his shares but only if he dismissed pending litigation against Milsner and Dawson. The purchase was financed with a promissory note that appeared as a $3.4 million liability on American Medflight’s books, allegedly devaluing Carstarphen’s shares from $2,310 to approximately $400 per share. Additionally, Carstarphen objected to business dealings between American Medflight and Reno Flying Service, including consulting fees, aircraft leasing, and repair services, which allegedly benefited Milsner at the expense of American Medflight and its minority shareholder.
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