This section contains the nature of the case and procedural background.

Three closely held corporations were owned by Carl Pescosolido Sr. (Carl Sr.) and his two sons. Carl Sr. then proposed a merger of the three corporations into a separate fourth corporation, to which his sons formally objected to in writing. The sons also explicitly preserved their appraisal rights. The three sons then filed suit for appraisal of their minority interests in all three corporations. Ten years later, the superior court appointed a referee to determine the issues of the case. The referee held that the fair value of each dissenters’ stock was his proportionate share of the full value of each company. The referee rejected the argument that the sons’ shares should be discounted because they had minority status and the shares were unmarketable.

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