MOTION TO ASCERTAIN VALUE OF SHARES
1. CASE # CASE NAME HEARING NAME RESILIENCE HOSPICE MOTION TO ASCERTAIN VALUE
VS LOFTON OF SHARES Tentative Ruling: Plaintiffs Resilience Hospice’s Motion to Ascertain Value of Shares is granted; Court confirms the $0.00 valuation and Defendants are ordered to transfer to Resilience Hospice their shares in Resilience Hospice, totaling 4900 shares free and clear of any claims, interests, liens, or encumbrances by June 22, 2026.
“In response to a corporate shareholder filing for involuntary dissolution, section 2000 prescribes the procedure for a shareholder defendant, or the corporation, to avoid dissolution by purchasing the shares of the party who initiated dissolution.” (Crane v. R. R. Crane Inv. Corp. (2022) 82 Cai.App.5th 748, 756.) “The objective of section 2000 is to provide an alternative to dissolution through a buy-out by the holders of 50 percent or more of the shares of the corporation.” (Trahan v. Trahan (2002) 99 Cal.App.4th 62, 75.) Corp. Code § 2000(a) provides:
[I]in any suit for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the vote of shareholders representing only 50 percent of the voting power, the corporation or, if it does not elect to purchase, the holders of 50 percent or more of the voting power of the corporation (the “purchasing parties”) may avoid the dissolution of the corporation and the appointment of any receiver by purchasing for cash the shares owned by the plaintiffs or by the shareholders so initiating the proceeding (the “moving parties”) at their fair value.
Upon application of the purchasing parties, the court “shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair value of the shares owned by the moving parties.” (Corp. Code § 2000(b).) Following an appraisal, the court “shall enter a decree which shall provide in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree.” (Corp. Code § 2000
Looking for case law or statutes not cited here? Search published authorities
Examples: “Why did the court rule this way?” · “What were the procedural grounds?” · “Is appearance required?”
The Appraiser submitted her Conclusion of Value as of the April 4, 2025 valuation date to determine the Fair Value of a 49% equity interest of Lofton Enterprises, Inc. dba Resilience Hospice. (Plaint., Ex. A.) The Appraiser noted that in April 2025, the Company’s Medicare billing privileges were revoked following a Medicare administrative action related to an Additional Documentation Request (ADR). (Hallstrom Decl., Ex. A, p. 2.) “Given that Medicare and Medi-Cal represent the primary reimbursement sources for hospice services, loss of these billing privileges materially impairs the Company's ability to operate as a going concern.” (Id.)
The Appraiser listed $1,405,757 in liabilities as of the valuation date, including $425,000 for loans from Christine Ojeda. (Id, p. 4.) The Appraiser indicated that, as of the Valuation Date, the Company’s liabilities exceeded the net realizable value of its assets, resulting in insolvency on a balance sheet basis. (Id.) The Appraiser concluded that the Fair Value of a 49% equity interest in Resilience as of April 4, 2025 is $0. (Id.)