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LSDefine

Simple English definitions for legal terms

freeze-out

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A quick definition of freeze-out:

A freeze-out is when the people who own most of a company unfairly treat the people who own less. They might take away their voting power or make it hard for them to make money from the company. This is not fair and can hurt the smaller owners. Sometimes, the smaller owners are forced to sell their shares for less money than they are worth. The courts try to make sure that the bigger owners are fair to the smaller ones. They look at whether the bigger owners were fair in how they treated the smaller ones and whether they paid a fair price for their shares.

A more thorough explanation:

A freeze-out is a term used to describe a situation where majority or controlling shareholders in closely held corporations use their power to oppress minority shareholders. This can involve manipulating corporate control to eliminate minority shareholders, reduce their voting power or percentage of ownership assets, or unfairly deprive them of advantages or opportunities they are entitled to.

For example, imagine a corporation where one shareholder owns 80% of the shares and the other shareholder owns 20%. The majority shareholder could use their power to force the minority shareholder to sell their shares for less than they are worth, effectively freezing them out of the company.

Courts impose a heightened fiduciary duty on majority or controlling shareholders in these corporations. They will look at two aspects of "fairness" of the corporate "freeze-out" merger: fair dealing and fair price. This means that the majority shareholder must act fairly and offer a fair price to the minority shareholder if they want to force them out of the company.

freelancer | freeze-out provision

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22:25
then someone was like "what does jm stand for" and i was like .. well
AHHAHAHAHAHAHHAHAHAHAHAHAH
@JumpySubsequentDolphin: wait this is so cute, also where r u going
JOE MBIDEN
JumpySubsequentDolphin
22:39
@splitty Oregon!
oh yay for what thats so random
JumpySubsequentDolphin
22:45
haha my brother and sister in law live there
so cutie oregon is beatiful
soyalmondoatmilk
8:38
good morning! hoping waves will come our wave today
8:42
GW wave today?
8:57
There’s someone I found on here with the username threeoutchange and if my understanding is correct that’s a reference to the debut album by a pretty cool 90s-00s Japanese band called Supercar. I geeked a little
8:57
It could just be a baseball reference I don’t get though lol
Dkk
9:00
@renard99: also, the same band that does a song in the anime Eureka 7 which I watched when I was like idk, 12
9:00
Yeah! They are pretty good. Three Out Change is an awesome J-rock record
Dkk
9:01
I will probably not listen to them more but fun fact. Really random to start the day. An omen that the waves will be very random today.
Dkk
9:03
Fuck, reading the wikipedia now. Literal last song they did before they broke up was Storywriter. Wow.
9:05
That one is a masterpiece
9:05
My favorite song by them is Recreation
glovediedthisishismom
9:05
snowing
Dkk
9:07
@renard99: man, hard to find.
Dkk
9:07
@glovediedthisishismom: Congrats on the snow.
Dkk
9:16
@renard99: Poetic and nice.
9:42
My name is renard99 and I just sent @babycat feet pics
glovediedthisishismom
9:42
nobody is at the office today they should let little glovey go home and watch harry potter
Dkk
9:49
Lmfao, Gross
Dkk
9:49
@glovediedthisishismom: Watch it at the office!
Dkk
9:50
Proton vpn and https://en.solarmovie-official.lol/
let little glovey go home!
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