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Business Associations Keyed to Epstein, 5th Ed.
HMO-W Inc. v. SSM Health Care System
Citation:
611 N.W.2d 250 (2000)Facts
In 1983, SSM Health Care System and other health care providers formed HMO-W as a provider-owned health care system where all shareholders held minority status. By the early 1990s, competitive pressures led HMO-W to explore merger possibilities. Before shareholder approval of a merger with United Wisconsin Services, HMO-W retained Valuation Research Corporation (VR) to value its net assets, which estimated the company’s value between $16.5 and $18 million. SSM voted against the merger but was outvoted. SSM then exercised its statutory right to dissent and demanded payment for its shares. HMO-W abandoned the VR report, hired a new appraiser who valued the company at approximately $7.4 million, and sent SSM a check for about $1.5 million. SSM disputed this valuation, claiming its shares were worth approximately $4.7 million. HMO-W then instituted a special proceeding to determine the fair value of the shares. The circuit court accepted HMO-W’s expert valuation of $10,544,000 and applied a 30% minority discount to SSM’s shares.
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