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Business Organizations Keyed to Smith
Miller v. HCP & Co.
Citation:
2018 WL 656378 (2018).Facts
Miller founded Trumpet Search, LLC & Company. HCP & Company owned the overwhelming majority of two classes of Trumpet’s membership units. Under the company’s operating agreement, these two classes were the first two in line for the bulk of the sale proceeds produced by a sale. The operating agreement required a sale to a third-party (in the event of a sale). HCP & Company controlled a majority of the company’s board, meaning they effectively controlled the approval of the sale. The board approved a sale to MTS Health Partners for $43 million, with non-Class D and Class E members receiving nearly anything in the transaction. Miller filed suit in an attempt to force an auction to maximize the value of a sale of the company for all class members.
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