![]() ![]() The trial court granted appellants request to bifurcate the sixth and seventh causes of action for trial. The order stated: “There shall be no direct or indirect 2 The complaint includes personal actions for negligent preparation of appellants tax returns (sixth cause of action) and $60,000 due on the promissory note obligation (seventh cause of action). ![]() The trial court stayed the proceedings and appointed three disinterested appraisers to ascertain the fair value of Katana and appellants shares. Respondents requested a stay of the dissolution action and the 2 causes of action for breach of fiduciary duty. To avoid dissolution, respondents brought a motion to appraise the fair value of the company and buy out appellants shareholder interest pursuant to section 2000. Appellants sued for the involuntary dissolution of Katana (§ 1800) and sought an accounting, injunctive relief, damages for breach of fiduciary duty, and $60,000 due on a promissory note. In 2013, appellants were terminated after they solicited a company executive to take Katana s intellectual property and client lists for a new start-up company. Appellants were founding shareholders and employed by Katana in key positions. Woodward owned 31.7 percent, and respondent Uday Sawhney owned 31.6 percent. ![]() As indicated, appellants owned 36.7 percent of the company. ![]() Procedural History Katana, a closely held corporation, is a software development company. averaged the appraisals to determine the fair value of the company. 4.) Appellants contend that the trial court undervalued their shares when it “confirmed” three disparate court-ordered appraisals and 1 All statutory references are to the Corporations Code. We construe the order as an alternative decree which is appealable pursuant to section 2000, subdivision (c). The statutory buyout provision is a special proceeding. (Katana) 1 pursuant to Corporations Code section 2000, subd. Mark and Karen Goles appeal from an order specifying $139,666.67 as the buyout value of their 36.7% minority shareholder interest in Katana Software, Inc. UDAY SAWHNEY et al., Defendants and Respondents. Filed 11/22/16 CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA SECOND APPELLATE DISTRICT DIVISION SIX MARK GOLES et al., Plaintiffs and Appellants, 2d Civil No. ![]()
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