National Parks Resorts Lodge Corporation v. Antonio Perfetto

This case involved a dispute over the value of company shares when two minority shareholders disagreed with a corporate merger. In 2002, King Solomon's Palace, Inc., a hotel company in Pigeon Forge, announced it would merge with National Parks Resort Lodge Corporation. Two employees who owned 50 shares each, Antonio Perfetto and David Donohue, opposed the merger and demanded fair payment for their shares under Tennessee law, which gives shareholders the right to "dissent" from major corporate decisions. The court found that the majority shareholder, Johnny Jess Davis, had manipulated financial information to make the company appear less valuable than it actually was. After examining the true worth of the business, the court awarded the two dissenting shareholders $186,913 for their shares, plus $122,876 in attorney's fees, totaling $309,789. This ruling matters for workers because it protects employee-shareholders from being cheated when companies merge or make major changes. If you own shares in your company through employee stock programs, you have legal rights when management makes decisions that affect share value. Courts will look beyond manipulated numbers to determine fair compensation, and you may be entitled to attorney's fees if you successfully challenge unfair treatment.