Jones v. McDonald Farms ( 2017 )


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  • Nebraska Supreme Court Online Library
    www.nebraska.gov/apps-courts-epub/
    05/09/2017 08:14 AM CDT
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    JONES v. McDONALD FARMS
    Cite as 
    24 Neb. App. 649
    Dianne Jones, individually and on behalf
    of McDonald Farms, I nc., a Nebraska
    corporation, appellant, v. McDonald
    Farms, Inc., a Nebraska corporation,
    et al., appellees.
    ___ N.W.2d ___
    Filed May 9, 2017.     No. A-15-777.
    1.	 Actions: Equity: Accounting. A derivative action which seeks an
    accounting and the return of money is an equitable action.
    2.	 Actions: Equity: Corporations. An action seeking corporate dissolu-
    tion is an equitable action.
    3.	 Equity: Appeal and Error. In an appeal of an equitable action, an
    appellate court tries factual questions de novo on the record and reaches
    a conclusion independent of the findings of the trial court, provided that
    where credible evidence is in conflict on a material issue of fact, the
    appellate court considers and may give weight to the fact that the trial
    judge heard and observed the witnesses and accepted one version of the
    facts rather than another.
    4.	 Corporations: Courts. Although the Business Corporation Act gives
    the courts the power to relieve minority shareholders from oppressive
    acts of the majority, the remedy of dissolution and liquidation is so dras-
    tic that it must be invoked with extreme caution.
    5.	 Corporations. The ends of justice would not be served by too broad
    an application of the authority to dissolve and liquidate a corporation
    under the Business Corporation Act, for that would merely eliminate one
    evil by the substitution of a greater one—oppression of the majority by
    the minority.
    6.	 ____. A corporation is not required to pay dividends to its shareholders.
    7.	 Corporations: Stock. Stock transfer restrictions are generally enforce-
    able under Nebraska law unless they are unreasonable.
    8.	 ____: ____. A stock restriction provision providing for book value
    as determined by independent certified accountants for a company in
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    JONES v. McDONALD FARMS
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    accordance with generally accepted accounting principles is sufficiently
    certain to be enforced.
    9.	 Appeal and Error. An appellate court is not obligated to engage in an
    analysis that is not necessary to adjudicate the case and controversy
    before it.
    Appeal from the District Court for Hamilton County: R achel
    A. Daugherty, Judge. Affirmed.
    Andre R. Barry and Jonathan J. Papik, of Cline, Williams,
    Wright, Johnson & Oldfather, L.L.P., for appellant.
    Daniel M. Placzek, of Leininger, Smith, Johnson, Baack,
    Placzek & Allen, for appellees.
    Moore, Chief Judge, and R iedmann and Bishop, Judges.
    R iedmann, Judge.
    INTRODUCTION
    A minority shareholder of a closely held family farm cor-
    poration brought an individual and a derivative action against
    the corporation and the majority shareholders claiming breach
    of fiduciary duty, misappropriation of corporate assets, and
    corporate oppression. Essentially, the minority shareholder
    took issue with the corporation’s failure to pay dividends,
    its refusal to purchase her shares at a price she thought was
    fair, and its payment of commodity wages to the majority
    shareholders. Following a bench trial, the district court for
    Hamilton County entered judgment in favor of the corporation
    and majority shareholders. Finding that the minority share-
    holder failed to prove oppressive conduct, misapplication or
    waste of corporate assets, or illegal conduct by the majority
    shareholders, we affirm.
    BACKGROUND
    McDonald Farms, Inc., was incorporated in 1976 by
    Charles McDonald and Betty McDonald. Charles and Betty
    were the parents of four children: Donald McDonald, Randall
    McDonald, Dianne Jones, and Rosemary Johns (Rosemary).
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    JONES v. McDONALD FARMS
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    Donald and Randall began farming with Charles in the mid-
    1970’s. Charles resigned as president of the corporation in
    1989, at which time Randall became president and Donald
    became vice president. At the time McDonald Farms was
    incorporated, Charles and Betty held majority interests in the
    corporation and Donald and Randall each held a minority
    interest. Upon Betty’s death in 2010, her shares were devised
    equally to her four children. In June 2012, Charles gifted his
    stock equally to Donald and Randall. As a result, Donald and
    Randall each currently own 42.875 percent of the shares and
    Jones and Rosemary each own 7.125 percent of the shares.
    Charles passed away in March 2014.
    McDonald Farms’ assets include approximately 1,100 acres
    of irrigated farmland and dry cropland. Since 1991, McDonald
    Farms has leased its land to two corporations: D & LA Farms,
    Inc., a corporation owned by Donald and his wife, and R & T
    Farms, Inc., a corporation owned by Randall and his wife. The
    land is leased on a 50-50 crop share basis, and Donald and
    Randall perform the farming duties such as planting, harvest-
    ing, and selling the crops.
    McDonald Farms was initially incorporated as a subchapter
    S corporation under the Internal Revenue Code, but in 1993,
    Charles decided to convert it to a subchapter C designation. A
    subchapter C corporation pays its own taxes and is treated as
    an entity separate from its stockholders. Phillip Maltzahn, who
    has worked as McDonald Farms’ certified public accountant
    since 1990, testified that he recommends that farmers put their
    farming operation under a C corporation but leave the land out
    of the corporation.
    According to Maltzahn, as a C corporation employee, a
    farmer should receive wages for his work in planting, harvest-
    ing, and selling crops. There are two ways for an employee
    to receive wages from the corporation: cash, which would be
    subject to Social Security and Medicare taxes, or commodity
    wages. Commodity wages are paid by transferring grain or
    another such commodity from the corporation to the employee,
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    and at the time of the transfer, a wage is created. It is the
    corporation’s choice whether to pay wages in cash or com-
    modities, but if it chooses commodities, the corporation avoids
    paying Social Security and Medicare taxes. Maltzahn’s recom-
    mendation is that the farming corporation pay its employees
    via commodity wages. He said that it is not unusual for farm-
    ers to be paid in commodity wages in central Nebraska and
    that in fact, “[a]ll of [his] farm clients do that.”
    Maltzahn explained that when Charles converted McDonald
    Farms to a C corporation, Charles’ desire was to pay as little
    in taxes as possible in order to build the size of the corpora-
    tion. Because the corporate tax rate on the first $50,000 of net
    income is 15 percent, Maltzahn’s goal, and Charles’ goal, was
    to keep the corporation’s annual taxable income at $50,000.
    According to Maltzahn, all shareholders benefit from a C cor-
    poration designation because the book value for the corporation
    increases each year by $50,000, minus the 15-­percent federal
    tax liability. Maltzahn testified that he works for at least 100
    other C corporations and that they all share the same goal of
    keeping net income around $50,000 annually in order to take
    advantage of the 15-percent tax rate. He said that planning to
    reduce taxable income takes a lot of tax planning, including
    timing business functions such as paying crop inputs, replac-
    ing assets, and paying commodity wages.
    According to Maltzahn, Charles could have received com-
    pensation every year he ran the corporation, but he did not
    because he wanted to keep the cash in the corporation and
    grow it as large as possible. Donald and Randall also could
    have taken annual compensation for working for McDonald
    Farms since the 1970’s, but they did not. However, McDonald
    Farms paid Charles commodity wages worth $10,019 in 2004
    and $8,355 in 2005. Then in 2010, 2012, and 2013, grain
    prices were high, and McDonald Farms needed to reduce
    its income, so it again decided to pay commodity wages. In
    2010, prior to Betty’s death, Charles received 13,100 bushels
    of corn at a value of $50,173. Although Donald and Randall
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    were minority shareholders at the time, they received no
    profits. In June 2012, Donald and Randall became major-
    ity shareholders and they, along with Charles, each received
    10,000 bushels of corn worth $77,100 for that year. In 2013,
    Charles received 21,667 bushels of corn valued at $157,200,
    and Donald and Randall each received 16,667 bushels of corn
    worth $120,000.
    When considering the number of years Charles, Donald,
    and Randall worked for the corporation, Maltzahn did not
    believe the commodity wages they have been paid were dis-
    proportional. He said the commodity wages paid to Charles,
    Donald, and Randall in 2010, 2012, and 2013 were reason-
    able because the amount of unpaid wages accrued since 1976
    was much larger than the actual amounts paid. Maltzahn said
    that McDonald Farms was not legally obligated to pay wages
    to Charles, Donald, and Randall, but it was optional for the
    corporation to do so. He recommended the corporation do so,
    however, as part of its tax planning strategy. Jones’ expert,
    Christopher Scow, had no opinion as to whether the commodity
    wages paid were appropriate.
    Maltzahn also explained that paying compensation via com-
    modity wages in the years after the compensation is earned
    does not fit the definition of deferred compensation as that
    term is used in the Internal Revenue Code. Under the code,
    deferred compensation means compensation earned in 1 year
    is spread out and paid over multiple years so it falls under a
    lower tax bracket and the employee pays less taxes. To the con-
    trary, McDonald Farms took income earned over multiple years
    and paid it in a lump sum in 1 year, a strategy which works as
    a tax detriment to the employees because their tax bracket is
    higher in the years the income is actually paid.
    Under McDonald Farms’ articles of incorporation, before
    selling, giving, or transferring any shares of stock, a share-
    holder must first offer the shares to the board of directors for
    purchase by the corporation “at the book value of said stock
    as determined by the books of the corporation by regular and
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    usual accounting methods.” In January and August 2012, Jones
    offered to sell her shares to the corporation for $240,650. She
    claimed the price offered was the fair market value of the
    shares based on a December 2010 valuation report prepared
    by a certified public accountant for purposes of Betty’s estate.
    Donald and Randall declined Jones’ offer, but offered to pur-
    chase her shares for $47,503.90, a sum which represented the
    shares’ book value as of December 2011 minus $6,000 which
    they claimed was lost by the corporation due to Jones’ failure
    to return a form to the Farm Service Agency. At one point,
    Donald and Randall offered Jones more than book value for
    her shares, but no agreement was ever reached.
    Jones commenced this action on April 1, 2013. She sought
    an accounting, damages for breach of fiduciary duty and con-
    flicting interest transactions, and judicial dissolution of the
    corporation based on oppressive conduct, misapplication and
    waste of corporate assets, and illegal corporate conduct. Trial
    was held in January and February 2015, and the district court
    subsequently issued an order denying Jones’ requests for relief.
    Relevant to this appeal, the district court found that the cor-
    poration’s subchapter C designation and tax strategy, the pay-
    ment of commodity wages, and the corporation’s purchase of
    expensive equipment were not unreasonable or inappropriate.
    In addition, the court determined that the failure to purchase
    Jones’ shares at her requested price did not establish oppres-
    sive conduct. Jones now appeals to this court.
    ASSIGNMENTS OF ERROR
    Jones claims the court erred in failing to dissolve the cor-
    poration under 
    Neb. Rev. Stat. § 21-20
    ,162 (Reissue 2012)
    because Donald and Randall (1) denied her any economic
    benefit from her shares while attempting to force her to sell
    her shares below their fair value, (2) misapplied and wasted
    corporate assets by making improper payments to themselves
    and Charles, and (3) acted illegally by taking improper deduc-
    tions for payments to themselves and Charles. She also alleges
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    the court erred by not requiring Donald and Randall to return
    to the corporation improper payments directed to themselves
    and Charles to reduce the corporation’s net income and in fail-
    ing to recognize its power to require Donald and Randall to
    pay her fair value for her corporate shares.
    STANDARD OF REVIEW
    [1,2] A derivative action which seeks an accounting and the
    return of money is an equitable action. Woodward v. Andersen,
    
    261 Neb. 980
    , 
    627 N.W.2d 742
     (2001). An action seeking cor-
    porate dissolution is also an equitable action. 
    Id.
    [3] In an appeal of an equitable action, an appellate court
    tries factual questions de novo on the record and reaches a
    conclusion independent of the findings of the trial court, pro-
    vided that where credible evidence is in conflict on a mate-
    rial issue of fact, the appellate court considers and may give
    weight to the fact that the trial judge heard and observed the
    witnesses and accepted one version of the facts rather than
    another. 
    Id.
    ANALYSIS
    Although Jones’ complaint asserted four causes of action, on
    appeal, she only challenges certain decisions made by the dis-
    trict court. She asserts that the court erred in failing to provide
    a remedy pursuant to § 21-20,162 for corporate oppression,
    misapplication and waste of corporate assets, and/or illegal
    conduct. She asks that we remand this cause to the district
    court with directions ordering Donald and Randall to purchase
    her shares for fair value. We decline to do so, because we agree
    with the district court that Jones was not entitled to a remedy
    under § 21-20,162.
    [4,5] At the time this action was commenced, the Business
    Corporation Act provided in relevant part:
    [T]he court may dissolve a corporation:
    ....
    (2)(a) In a proceeding by a shareholder if it is estab-
    lished that:
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    ....
    (ii) The directors or those in control of the corporation
    have acted, are acting, or will act in a manner that is ille-
    gal, oppressive, or fraudulent; [or]
    ....
    (iv) The corporate assets are being misapplied or
    wasted.
    § 21-20,162. Although the Business Corporation Act gives the
    courts the power to relieve minority shareholders from oppres-
    sive acts of the majority, the remedy of dissolution and liqui-
    dation is so drastic that it must be invoked with extreme cau-
    tion. See Woodward v. Andersen, 
    supra.
     The Supreme Court
    has stated that the ends of justice would not be served by too
    broad an application of the statute, for that would merely elim-
    inate one evil by the substitution of a greater one—oppression
    of the majority by the minority. 
    Id.
    Through this action and her arguments on appeal, Jones is
    essentially challenging McDonald Farms’ tax strategy. Rather
    than attempting to reduce net taxable income to $50,000 per
    year in various ways such as paying commodity wages and
    timing the purchase of new assets, Jones argues the cor-
    poration should maximize its income and pay dividends to
    its shareholders. She claims its failure to do so constitutes
    oppressive conduct, misapplication or waste of corporate
    assets, and/or illegal conduct. The evidence presented at
    trial established that there is nothing inherently inappropri-
    ate about McDonald Farms’ tax strategy or decision not to
    pay dividends.
    [6] A corporation is not required to pay dividends to its
    shareholders. See 
    Neb. Rev. Stat. § 21-2050
    (1) (Reissue
    2012) (board of directors may authorize and corporation
    may make distributions to its shareholders subject to certain
    restrictions). The articles of incorporation specifically make
    payment of dividends discretionary. Jones argues, however,
    that the failure to pay dividends constitutes oppressive behav-
    ior. She claims that the corporation has over $13 million in
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    assets and no debt; therefore, it had the resources to pay
    a dividend.
    The evidence reveals, however, that McDonald Farms has
    never paid dividends. Instead, management has chosen to
    operate the business in a manner that best reduces its taxa-
    tion. Its accountant, Maltzahn, recommends farming corpora-
    tions operate under a subchapter C designation with the goal
    of keeping taxable income around $50,000 in order to reduce
    its tax burden. Charles made the initial decision to select a
    subchapter C designation, and his desire was always to pay
    as little in taxes as possible in order to build the size of the
    corporation. Donald and Randall have continued to run the
    business as Charles had run it. Because Charles never paid
    dividends to shareholders, Donald and Randall never elected
    to do so either.
    In order to reduce its taxable income each year, McDonald
    Farms strategically times the purchase of new equipment, the
    sale of crops, and the payment of commodity wages. Randall
    testified that although the corporation would strategically time
    major purchases, it never purchased assets for the sole pur-
    pose of reducing taxable income. In the several years leading
    up to this action, McDonald Farms replaced irrigation pivots,
    installed a new irrigation system, and replaced a “[grain] dryer
    and a leg.” The expenditures were large, but as the district
    court determined, the evidence demonstrates that the purchases
    were thought out and necessary. The irrigation pivots replaced
    equipment that was more than 30 years old. The irrigation
    system was purchased after a drought year in which water
    restrictions were discussed for the area, and McDonald Farms
    applied for and received grants toward its purchase. The evi-
    dence established that the new system would provide long-term
    benefits and cost savings to the corporation.
    When commodity prices were high and net income would
    have exceeded the $50,000 limit, Charles paid himself com-
    modity wages upon the recommendation of Maltzahn. This first
    occurred in 2004 and 2005, before Jones was a shareholder.
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    Donald and Randall were both minority shareholders at the
    time, and no profits were distributed to them. Again, in 2010,
    Charles paid himself commodity wages. At the time, Donald
    and Randall were still minority shareholders and Jones had
    not yet received her shares. Neither of the minority sharehold-
    ers received profits in 2010. In mid-December 2010, Jones
    and Rosemary became minority shareholders, and in 2012,
    Donald and Randall became majority shareholders. In 2012
    and 2013, commodity wages were paid to Charles, Donald,
    and Randall.
    As Maltzahn explained, payment of commodity wages is
    common for farming corporations, and although the amount
    paid in wages was determined by the corporation’s desire to
    reduce its income to $50,000, Maltzahn was not concerned
    that the wages paid were unreasonable or excessive when
    considering the number of years Charles, Donald, and Randall
    had worked without pay. The payments equate to $302,747 to
    Charles and $197,100 each to Donald and Randall for their
    35-plus years of work. Jones’ own expert, Scow, could not
    opine whether the wages paid were appropriate, and he also
    conceded that an annual farm management fee of 7 percent
    to 10 percent of gross income would be reasonable. Maltzahn
    testified that using either the 71⁄2-percent rate or the 10-­percent
    rate, Donald and Randall still have not been fully compen-
    sated. Although the dissent states that “[t]he commodity wages
    paid to Randall, Donald, and Charles for alleged unpaid (and
    undocumented) past services are an unfair and unjustified
    business decision that was disguised as an acceptable tax
    reduction policy,” no such opinion was offered at trial by any
    expert to contradict Maltzahn’s testimony.
    The only commodity payments made while Jones was a
    shareholder were the payments made in 2012 and 2013. The
    question before us is whether payment of those wages con-
    stitutes oppressive acts by the majority shareholders. Given
    Maltzahn’s uncontroverted testimony that the payments were
    reasonable; the number of years Charles, Donald, and Randall
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    worked without compensation; and Scow’s admission that an
    annual management fee of 7 to 10 percent of gross income
    would be reasonable, we find nothing illegal, fraudulent, or
    oppressive in either the decision to pay commodity wages or in
    the amount of the wages paid.
    The dissent argues that the payment of commodity wages
    denies the minority shareholders their reasonable expecta-
    tions of sharing in the profits. It relies upon Baur v. Baur
    Farms, Inc., 
    832 N.W.2d 663
     (Iowa 2013), in which the
    Iowa Supreme Court adopted the reasonable expectations of a
    minority shareholder standard to assess minority shareholder
    claims of oppression. It is questionable whether the reason-
    able expectation standard applies to minority shareholders
    who have acquired their interest by gift or devise, because
    the test involves assessing the reasonable expectations held
    by minority shareholders “‘in committing their capital to
    the particular enterprise.’” See, e.g., Edenbaum v. Schwarcz-
    Osztreicherne, 
    165 Md. App. 233
    , 256, 
    885 A.2d 365
    , 379
    (2005); Ford v. Ford, 
    878 A.2d 894
     (Pa. Super. 2005); Mueller
    v. Cedar Shore Resort, Inc., 
    643 N.W.2d 56
     (S.D. 2002).
    See, also, Gimpel v. Bolstein, 
    125 Misc. 2d 45
    , 
    477 N.Y.S.2d 1014
     (1984) (explaining reasonable expectations test was not
    entirely appropriate where corporation had been in existence
    for many years and complaining shareholder had received
    share by gift or devise).
    To the extent the reasonable expectations test may apply,
    “‘oppression should be deemed to arise only when the major-
    ity conduct substantially defeats expectations that, objec-
    tively viewed, were both reasonable under the circumstances
    and were central to the [minority shareholder’s] decision to
    join the venture.’” Matter of Wiedy’s Furniture Clearance
    Center Co., 
    108 A.D. 81
    , 84, 
    487 N.Y.S.2d 901
    , 903 (1985).
    Accordingly, even Fox v. 7L Bar Ranch Co., 
    198 Mont. 201
    ,
    209-10, 
    645 P.2d 929
    , 933 (1982), relied upon by the dis-
    sent, states that when defining oppression using the reason-
    able expectation standard, it must be done “‘in light of the
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    particular circumstances of each case’” and that “‘courts will
    proceed on a case-by-case basis.’” The court in Fox continued,
    stating that “[b]ecause of the special circumstances underlying
    closely held corporations, court[s] must determine the expec-
    tations of the shareholders concerning their respective roles
    in corporate affairs. These expectations must be gleaned from
    the evidence presented. . . . That is the province of the District
    Court . . . .” Id. at 210, 
    645 P.2d at 933
    .
    The Montana Supreme Court addressed the reasonable
    expectations of a minority shareholder who claimed it was
    oppressive for the closely held corporation to deny dividends.
    Rejecting the argument, the court stated:
    [Plaintiff] complains that the Corporation pays no divi-
    dends, but he is well aware from his long involvement
    with the Corporation that it has historically not paid
    dividends. While failing to issue dividends to sharehold-
    ers could be an oppressive tactic, the mere non-­issuance
    of dividends is not oppressive in all circumstances. Here,
    the District Court concluded that neither [minority share-
    holder] had any capital investment—having received
    their shares as gifts—which would lead to an expectation
    of profits . . . .
    Whitehorn v. Whitehorn Farms, Inc., 
    346 Mont. 394
    , 401, 
    195 P.3d 836
    , 842 (2008).
    Likewise, in the present case, Jones did not have any capi-
    tal investment—her shares were devised to her by her mother,
    Betty. She received her shares in December 2010 and sought
    to have the corporation buy her shares out in January 2012.
    During this 13-month duration, no commodity wages were
    paid, which makes suspect the dissent’s claim that her rea-
    sonable expectations were violated as a result of payment of
    commodity wages. And based upon the history of the corpora-
    tion, the minority shareholders had no reasonable expectation
    that profits would be paid out to them. Never, in the history of
    this corporation that was established in 1976, has a minority
    shareholder ever been paid profits.
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    That is not to say that the majority shareholders can retain
    all profits to themselves if doing so constitutes oppression;
    indeed, after determining that the evidence did not establish
    that the majority shareholders deprived Jones of any return
    on her share, the district court cautioned that “[i]t is quite
    possible that continuation of payment of commodity wages
    without the payment of dividends to shareholders would result
    in that finding, but based upon the evidence as was presented,
    the evidence at this time does not support a finding of oppres-
    sion.” This conclusion implies that the district court found
    Maltzahn’s uncontroverted testimony credible that the amounts
    paid thus far as commodity wages were not disproportion-
    ate to back wages and, therefore, did not constitute oppres-
    sive behavior.
    The dissent contends that payment of back wages in the
    form of commodity payments is “incredulous” in part because
    Donald and Randall were already “handsomely rewarded
    when they ultimately received 86 percent of a corporation
    with approximately 1,100 acres of farmland and other assets
    appraised at over $9 million in 2012.” It claims the exclusion
    of profits to the minority shareholders “fails to consider the
    decision made by their parents to give each of the sisters a
    7.125-percent share of the corporation. Presumably that deci-
    sion was intended to confer some benefit on the sisters.”
    As correctly noted by the dissent, the value of the corpora-
    tion was appraised at over $9 million when Jones was devised
    her 7.125-percent share in the corporation. The dissent attempts
    to shame Donald and Randall for the shares their parents obvi-
    ously believed they deserved, stating:
    Receiving almost $4 million in farmland and other assets
    might be considered a fairly substantial “payment” for
    the brothers’ efforts. The brothers have been generously
    rewarded for their loyalty to the family’s farm operation,
    as signified by Charles’ transferring his remaining stock
    to only Randall and Donald in June 2012.
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    But it disregards the fact that despite Jones’ total lack of
    involvement in the family farm, her 7.125 percent equated to
    $641,250 in 2012 and continues to grow each year. It is not
    within the province of this court to judge the estate planning
    decisions of Charles and Betty. And it is important to remem-
    ber that Charles, one of the incorporators of McDonald Farms,
    not only acquiesced, but also initiated and partook in the deci-
    sion to pay commodity wages to the majority shareholders as
    a tax planning strategy beginning in 2004 when he first paid
    wages to himself. Jones has the ability to realize the benefit her
    mother, Betty, intended to bestow on her via the buyout provi-
    sion in the articles of incorporation, but Jones is dissatisfied
    with the buyout formula.
    Jones asserts that the payment of commodity wages was
    illegal deferred compensation, but as Maltzahn explained, the
    wages paid to McDonald Farms’ employees were actually
    the opposite of the Internal Revenue Code’s definition of
    deferred compensation.
    Jones also claims that the corporation’s refusal to pay fair
    value for her shares constitutes corporate oppression. The
    price Jones believes is fair for her shares is based on a valua-
    tion of McDonald Farms that had been performed for Betty’s
    estate. However, McDonald’s Farms’ articles of incorporation
    require that shares be offered for sale to the corporation “at
    the book value of said stock as determined by the books of
    the corporation by regular and usual accounting methods.”
    Jones relies on Baur v. Baur Farms, Inc., 
    832 N.W.2d 663
    (Iowa 2013), to argue that we should disregard the provision
    contained in the articles of incorporation because it does not
    provide fair compensation for minority shareholders. We agree
    with Jones that in Baur, the Iowa Supreme Court found that
    the specific provision in the bylaws of a closely held farming
    corporation regarding stock transfers was problematic because
    it potentially prevented the minority shareholder from receiv-
    ing fair value for his shares. However, we note the limitations
    of Baur, in that the court expressed no view on whether the
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    price offered was outside the range of fair value and incom-
    patible with the minority shareholder’s reasonable expecta-
    tions given a history of not having received dividends for
    several decades.
    In Baur v. Baur Farms, Inc., 
    supra,
     the original corporate
    bylaws included restrictions on transfers of the company’s stock
    and established a stock redemption price of $100 per share. The
    bylaws were amended in 1984 to include a buyout provision.
    Under this provision, a shareholder wishing to sell his shares
    was required to first offer to sell them to the corporation or the
    other shareholders. If a different price was not agreed upon,
    the purchase price of the stock was set at the “‘book value per
    share of the shareholders’ equity interest in the corporation as
    determined by the Board of Directors, for internal use only, as
    of the close of the most recent fiscal year.’” Id. at 665. The
    1984 amendment established a book value of $686 per share.
    The minority shareholder attempted to sell his stock to
    the corporation for more than 20 years, but the parties were
    never able to come to a mutually agreed upon price in order to
    abide by the provision in the bylaws. Thereafter, the minority
    shareholder filed suit, requesting, among other forms of relief,
    payment of the fair value of his ownership interest. On appeal,
    the Iowa Supreme Court concluded that the record was not
    adequate to determine whether the price offered by the cor-
    poration for the purchase of the minority shareholder’s shares
    was “so inadequate under the circumstances as to rise—when
    combined with the absence of a return on investment—to the
    level of actionable oppression.” Id. at 677.
    With respect to the stock transfer restriction contained in
    the bylaws, the Iowa Supreme Court noted that the parties had
    not been able to come to a mutually agreed-upon price, and
    the book value option was also problematic from the minority
    shareholder’s perspective. Notably, the price per share ratified
    in 1984 was never formally revisited or revised, and accord-
    ing to the Iowa Supreme Court, the language of the book
    value buyout provision failed to address several important
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    questions: (1) whether book value must be set by express reso-
    lution of the board or may be determined from an inspection
    of the books of the corporation without formal action by the
    directors or shareholders; (2) whether annual determination
    of the book value for purposes of the bylaw provision was
    intended; and (3) whether the board, when setting the book
    value under the provision, must use asset values that are rea-
    sonably related to actual or fair market values and be based
    on generally accepted accounting principles. Essentially, the
    parties in Baur v. Baur Farms, Inc., 
    832 N.W.2d 663
     (Iowa
    2013), could not agree on how to calculate the book value of
    the stock under the corporation’s bylaws.
    The issue in the present case is different. Contrary to Baur,
    the issue in the instant case is not how to calculate the book
    value of Jones’ shares, but, rather, whether limiting redemp-
    tion to book value is so disproportionate to fair value as to
    constitute corporate oppression. The provision in McDonald
    Farms’ articles of incorporation provides that the shares must
    be offered to the corporation for purchase at the book value
    of the stock as determined by the books of the corporation by
    regular and usual accounting methods. So the three questions
    raised by the provision in Baur v. Baur Farms, Inc., 
    supra,
    are not present here, and Jones does not challenge the method
    by which book value is calculated. She does not contend that
    Donald and Randall’s offer to buy her shares at $47,503.90
    does not actually constitute book value. Instead, she claims
    that the book value of her shares is not fair, because the land
    owned by McDonald Farms was appraised at over $13 million.
    However, Maltzahn testified that book value includes capital
    stock, paid-in capital, and retained earnings. The real estate is
    included in the amount of paid-in capital only to the extent of
    its cost basis. To include the appreciation of the land in Jones’
    buyout number would require us to disregard the plain lan-
    guage of the transfer restriction.
    [7,8] Stock transfer restrictions are generally enforceable
    under Nebraska law unless they are unreasonable. See, Neb.
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    Rev. Stat. § 21-2046 (Reissue 2012); Pennfield Oil Co. v.
    Winstrom, 
    272 Neb. 219
    , 
    720 N.W.2d 886
     (2006); Elson v.
    Schmidt, 
    140 Neb. 646
    , 
    1 N.W.2d 314
     (1941). The Nebraska
    Supreme Court has determined that a stock restriction provi-
    sion providing for book value as determined by independent
    certified accountants for a company in accordance with gener-
    ally accepted accounting principles was sufficiently certain to
    be enforced. See F.H.T., Inc. v. Feuerhelm, 
    211 Neb. 860
    , 
    320 N.W.2d 772
     (1982).
    In Elson v. Schmidt, 
    supra,
     after determining that a stock
    restriction requiring the stockholders to first offer the stock
    to the remaining stockholders at par value was not an unrea-
    sonable restraint upon the transfer of property, the Nebraska
    Supreme Court enforced the restriction as written. In doing so,
    it stated: “There is no merit in the contention of the appellant
    as to fraud, and his further contention that the amount received
    for the stock is unconscionable, as compared with the offer
    made by him is not an issue, when [the restriction] is held to
    be a valid contract.” 
    Id. at 653
    , 
    1 N.W.2d at 317
    .
    In the present action, the stock transfer restriction is a valid
    contract; in accepting the stock, the shareholders agreed to the
    provisions contained in the articles of incorporation as to the
    value of redemption. Jones argues that the articles of incor-
    poration should not govern the purchase of shares because
    Donald and Randall did not comply with them when Charles
    transferred his shares to them instead of first offering them
    to the corporation for purchase. We note, however, that Jones
    received her shares as a result of a testamentary devise upon
    Betty’s death, an event that likewise would have required that
    they first be offered to the corporation for purchase.
    Having found that the transfer restriction is enforceable as
    written, we conclude that Donald and Randall did not engage
    in oppressive conduct in rejecting Jones’ offers.
    [9] Based on the foregoing, we find that the district court
    did not err in finding insufficient evidence to establish oppres-
    sive conduct, misapplication or waste of corporate assets, or
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    illegal conduct. Jones also assigns that the district court erred
    in failing to require Donald and Randall to return to McDonald
    Farms the commodity wages paid to themselves and Charles
    and in failing to recognize its power to require Donald and
    Randall to pay fair value for her shares. However, we need
    not address those arguments, because we have determined
    that the payment of commodity wages was not inappropriate
    and that Donald and Randall were not obligated to purchase
    Jones’ shares at her requested price. An appellate court is not
    obligated to engage in an analysis that is not necessary to adju-
    dicate the case and controversy before it. Doty v. West Gate
    Bank, 
    292 Neb. 787
    , 
    874 N.W.2d 839
     (2016). Accordingly, we
    affirm the district court’s decision.
    CONCLUSION
    We conclude that the district court did not err in finding
    that Jones failed to establish a basis for judicial dissolution of
    McDonald Farms based on oppressive conduct, misapplica-
    tion or waste of corporate assets, or illegal conduct. We there-
    fore affirm.
    A ffirmed.
    Bishop, Judge, dissenting.
    Shareholders may reasonably expect to share in a corpora-
    tion’s profits. However, in this case, the majority shareholders
    intentionally excluded the minority shareholders from receiv-
    ing any portion of $628,500 in corporate profits (from 2012
    and 2013) under the guise of “[c]ommodity [w]ages” they
    claimed were owed to them for their unpaid past services to
    McDonald Farms. This claim is incredulous for several rea-
    sons. First, there was no agreement between McDonald Farms
    and the majority shareholders to pay any wages for any work
    performed as an officer, director, or employee. Second, to the
    extent the brothers were entitled to some added benefit over
    their sisters because of their personal involvement with the
    corporation, they were handsomely rewarded when they ulti-
    mately received 86 percent of a corporation with approximately
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    1,100 acres of farmland and other assets appraised at over
    $9 million in 2012. Receiving almost $4 million in assets each
    might be considered a fairly substantial catch-up “payment”
    for the brothers’ efforts. Finally, the notion that the commodity
    wages had to be paid as part of a tax strategy is not persuasive
    in light of reasons one and two. Although the district court
    concluded that the “evidence at this time does not support a
    finding of oppression,” the court also stated, “It is quite pos-
    sible that continuation of payment of commodity wages with-
    out the payment of dividends to shareholders would result in
    that finding . . . .” I dissent because the evidence does support
    finding the payment of commodity wages constituted oppres-
    sive conduct, and I would reverse, and remand for the district
    court to consider ordering equitable alternatives to dissolution
    of the corporation, as discussed later.
    EVIDENCE RELEVANT TO
    COMMODITY WAGES
    No Agreement or Other Documentation
    to Support Compensation
    for Past Services.
    There was no evidence of any agreement between McDonald
    Farms and any shareholder for the payment of wages as an offi-
    cer, director, or employee. Randall and Donald both testified
    they had no expectation of receiving wages from McDonald
    Farms, and neither could account by recollection, nor by any
    documentation whatsoever, as to the amount of time spent on
    McDonald Farms’ business as opposed to the time each worked
    for his own farming corporation. Each brother represented he
    was spending 100 percent of his time working for his own
    farming corporation (R & T Farms, Inc., and D & LA Farms,
    Inc.), as reflected in the tax returns, the brothers’ joint venture
    agreement, and/or each brother’s employment agreement with
    his own corporation. In fact, Donald acknowledged that devot-
    ing 100 percent of his time to D & LA Farms included the time
    that he spent on McDonald Farms, “because it was all part of
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    the same thing.” Indeed, the actual farming of the land owned
    by McDonald Farms was done by Randall and Donald through
    their respective corporations. Instead of paying rent for the
    land, they simply shared the harvested crop on a 50-50 basis
    with McDonald Farms. McDonald Farms, in turn, provided
    irrigation equipment and grain bins, and it shared equally the
    costs for seed, fertilizer, and other expenses associated with the
    crop. Randall acknowledged that the “tenant” made decisions
    about when to plant and what seed to purchase.
    Further, although Randall testified that he did not know
    whether Charles held any positions as an officer of McDonald
    Farms after his resignation as president in 1989, the schedule E
    in the 2009 and 2010 corporate tax returns provides for com-
    pensation of officers, and the schedule shows Charles, Betty,
    Randall, and Donald all listed as officers. The schedule E
    further shows that during both those years, Charles devoted
    100 percent of his time to McDonald Farms, Betty devoted
    only 10 percent of her time, Randall devoted only 10 percent
    of his time, and Donald devoted only 10 percent of his time.
    Accordingly, the evidence shows that Charles was still primar-
    ily running the corporation at least until 2010 and that not a
    significant amount of Randall’s or Donald’s time was spent
    running McDonald Farms. Additionally, when Randall was
    questioned about what his responsibilities were with regard to
    managing McDonald Farms, he had difficulty describing his
    duties. The following colloquy took place:
    [Counsel for Jones]: What were you doing on behalf of
    McDonald Farms when you became president?
    [Randall]: Um, paying bills, whatever needed to be
    done, I did.
    [Counsel for Jones]: What else needed to be done
    besides pay bills for McDonald Farms?
    [Randall]: Whatever it took to operate the corporation.
    [Counsel for Jones]: What, other than paying bills, did
    it take to operate the corporation?
    [Randall]: Whatever it takes.
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    [Counsel for Jones]: Okay. Do you have anything spe-
    cific in mind under “whatever it takes” other than pay-
    ing bills?
    [Randall]: To operate the corporation?
    [Counsel for Jones]: Right.
    [Randall]: No, I guess not.
    [Counsel for Jones]: There’s nothing that needs to be
    done to operate McDonald Farms other than pay bills?
    [Randall]: Well, operate — do what — to operate
    McDonald Farms?
    [Counsel for Jones]: Right.
    [Randall]: Pay taxes. Um, yeah, I don’t know what else
    to say, I guess.
    [Counsel for Jones]: So in order to operate McDonald
    Farms, you need to pay taxes, correct?
    [Randall]: Well, have to pay taxes, yes.
    [Counsel for Jones]: And pay other bills?
    [Randall]: Correct.
    [Counsel for Jones]: And there’s nothing else that
    needs to be done to operate McDonald Farms?
    [Randall]: I’m sure there is.
    [Counsel for Jones]: You’re the president, right?
    [Randall]: Right.
    [Counsel for Jones]: Tell me what it is.
    [Randall]: Whatever needs to be done.
    Randall also testified that his mother, Betty, continued to
    keep the corporate checkbook even after Randall became
    president. Randall took custody of the corporate checkbook
    “[p]robably after [his father, Charles,] g[a]ve up his shares
    in 2012.” Upon questioning from his own attorney, Randall
    indicated that as employees and officers of McDonald Farms,
    he and Donald serviced irrigation pivots, grain bins, and
    equipment. Randall said that he and Donald also spread
    fertilizer, purchased liability and crop insurance, and made
    sure McDonald Farms was participating in government pro-
    grams. When asked how he knew when he was working for
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    McDonald Farms and when he was working for his own
    farming business, Randall said, “If I’m working on McDonald
    Farms’ grain bins, their pivots, if I’m maintaining wells,
    engines, anything McDonald Farms owns, I’m working for
    McDonald Farms.” When asked if he expected McDonald
    Farms to compensate him, Randall responded, “I guess I
    never thought about it a whole lot, so probably not.” When
    asked how much more he thought he was owed in back
    wages, Randall said, “I have no idea.” And when asked if he
    had even started to calculate that, Randall replied, “No,” and
    he had “[n]o idea” whether he was done paying back wages
    to Donald and himself.
    The accountant for McDonald Farms, Phillip Maltzahn,
    opined that the commodity wages paid to Charles, Randall,
    and Donald were reasonable “[b]ecause the amount of unpaid
    wage from 1976 through 2010, ’11, ’12, ’13, would have been
    much, much larger than the actual amounts paid.” Maltzahn
    acknowledged that he referred to the commodity wages as
    deferred compensation when his depositions were taken in
    2014. He explained that his use of the deferred compensa-
    tion terminology was to explain it was not a legal obligation
    for McDonald Farms to pay Randall and Donald, but that
    “[m]orally it was owed to them . . . .” Apparently, Maltzahn
    was not aware that deferred compensation had to be treated dif-
    ferently today than when he worked for the Internal Revenue
    Service in the 1970’s. Maltzahn also admitted that commodity
    wages were not properly noted on the 2012 tax return and that
    nothing had been done to correct that—no amended return had
    been filed, nor was he planning to file one. He explained that
    filing an amended return was unnecessary, since there would
    be no net income increase because it would show additional
    income (commodity wages) but would also deduct the same
    amount. There was no testimony by Maltzahn regarding any
    kind of accounting record maintained to track past services
    rendered by Charles, Randall, or Donald, for which payment
    would later be expected.
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    Brothers’ Efforts Already
    Compensated Through
    Ownership Interests.
    Randall and Donald justified distributing commodity wages
    only to themselves rather than sharing the profits with their
    sisters because their sisters had not “done anything” for
    McDonald Farms. This explanation suggests that Randall and
    Donald believe they are entitled to take all the profits from the
    corporation due to their personal involvement with the family
    farming business. Randall testified:
    [Counsel for Jones]: And when you paid commodity
    wages to yourself, did you consider paying those out as
    dividends to the minority shareholders?
    [Randall]: No.
    [Counsel for Jones]: Why not?
    [Randall]: They weren’t — they hadn’t worked any-
    thing — it was a wage. It was back wages is what we
    did. They hadn’t done anything for the corporation.
    [Counsel for Jones]: So you considered that was back
    wages, and they hadn’t done anything for the corpora-
    tion, so the shareholders weren’t entitled to that?
    [Randall]: Correct.
    This explanation, however, fails to consider the deci-
    sion made by their parents to give each of the sisters a
    7.125-­percent share of the corporation. Presumably that deci-
    sion was intended to confer some benefit on the sisters. The
    entitlement (to all profits) position further strains credulity
    in light of Randall and Donald together receiving 86 percent
    of the corporation’s stock from their parents—a corpora-
    tion appraised at over $9 million in 2012. Receiving almost
    $4 million in farmland and other assets might be considered
    a fairly substantial “payment” for the brothers’ efforts. The
    brothers have been generously rewarded for their loyalty to
    the family’s farm operation, as signified by Charles’ trans-
    ferring his remaining stock to only Randall and Donald in
    June 2012.
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    McDonald Farms owns approximately 1,100 acres of irri-
    gated (pivot, gravity, and drip) and dry cropland with building
    improvements. Building improvements include a grain storage
    facility with an estimated capacity of 305,000 bushels, two
    Quonset buildings, three machine sheds, a barn, a garage, and
    a home. An appraisal in 2012 placed a value of $9,195,000
    on the land, bins, and irrigation pivots. Randall acknowledged
    this to be “a fair number at the time [he] sat down with . . .
    Maltzahn in 2012.” McDonald Farms generates revenue in one
    way—by leasing farmland, and it always leases that land to
    R & T Farms and D & LA Farms.
    Despite being given 86-percent ownership of this $9 mil-
    lion entity, the brothers nevertheless suggest they are entitled
    to receive additional payments for past unpaid services given
    to the corporation; services for which they can barely describe
    and have no agreements or records to support.
    Tax Strategy Cannot Justify Random,
    Unsupported Payments to Only
    Majority Shareholders.
    The explanation provided by the majority shareholders
    and the corporation’s accountant for how they arrived at the
    amount of commodity wages to be paid had nothing to do with
    any accounting of time and services provided to the corpora-
    tion by each shareholder; rather, it was solely about paying
    out any profits to reduce the corporation’s taxable income to
    $50,000. McDonald Farms was in the business of leasing farm-
    land, with its primary asset being the corporation’s ownership
    of approximately 1,100 acres of land; the corporation had no
    debt. In order to reduce McDonald Farms’ taxable income to
    $50,000 each year, excess profits were used to purchase new
    equipment, prepay expenses for the next year, and pay com-
    modity wages.
    When Randall was asked about paying his father, Charles,
    $50,173 in commodity wage payments in 2010, the following
    exchange took place:
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    [Counsel for Jones]: That payment was not based on a
    calculation of [Charles’] contributions to the management
    of the company?
    [Randall]: I don’t know how [Maltzahn] c[a]me up
    with it.
    [Counsel for Jones]: So you didn’t come up with the
    calculation?
    [Randall]: No.
    [Counsel for Jones]: You didn’t make a decision about
    what [Charles] had contributed to the company in making
    that payment?
    [Randall]: No.
    [Counsel for Jones]: And the same would be true of the
    commodity wage payments that were made to [Charles]
    in 2012?
    [Randall]: Correct.
    [Counsel for Jones]: You didn’t make any calculation
    on what he had contributed to the company to justify
    those payments?
    [Randall]: Correct.
    [Counsel for Jones]: Now, the commodity wage pay-
    ments to you and Don in 2012 and 2013 are the same,
    right?
    [Randall]: Correct.
    [Counsel for Jones]: And when you made those pay-
    ments, you did not consider the specific services that each
    of you provided to McDonald Farms?
    [Randall]: It was wages for McDonald Farms — from
    McDonald Farms. I don’t know if we specified specific
    things that we did to earn them wages.
    ....
    [Counsel for Jones]: You didn’t have any time sheets
    or other records of work actually performed when you did
    this, did you?
    [Randall]: No.
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    [Counsel for Jones]: You didn’t look at what others
    who provide similar services for other corporations did,
    did you?
    [Randall]: No.
    [Counsel for Jones]: Did you consider what an inde-
    pendent investor would consider reasonable in terms of
    what the commodity wages were?
    [Randall]: No.
    [Counsel for Jones]: You didn’t consider what Rosemary
    or [Jones] might think of the commodity wages?
    [Randall]: No.
    [Counsel for Jones]: Certainly didn’t consult with
    them?
    [Randall]: They don’t know what we’ve done for the
    corporation.
    [Counsel for Jones]: You didn’t go to them and say this
    is what we’ve done and what we think we deserve?
    [Randall]: No.
    [Counsel for Jones]: And it didn’t even cross your
    mind to do that?
    [Randall]: No.
    Randall acknowledged that if it looked like McDonald
    Farms was going to realize more than $50,000 in income, then
    he would sit down with the accountant and try to figure out
    ways to get the net income down to $50,000. The decision
    on how to do that was not based on any prior corporate plan-
    ning; rather, the decisions appeared fairly random. Sometimes
    commodity wages were paid. Sometimes fertilizer was pre-
    paid. And sometimes, new equipment was purchased. As an
    example, the 2009 profit and loss worksheet was showing
    the corporation’s net income was likely to be $477,450 that
    year, so to get that net income down to $50,000, McDonald
    Farms bought a new “[grain] dryer and a leg” ($210,228),
    even though the brothers had planned to make that purchase
    through their corporations. While this purchase added value
    to McDonald Farms, it obviously was a significant personal
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    savings to the brothers by not having to make that investment
    through their own corporations. The same could be said for
    the irrigation systems purchased by McDonald Farms in 2012
    ($174,043) and 2013 ($173,716). And although there is some
    merit to Jones’ arguments about possible conflicts of interests
    between the brothers acting in their personal capacities for
    their own farming corporations versus acting in their capacities
    as majority shareholders of McDonald Farms when making
    these purchasing decisions, this dissent focuses only on the
    oppressive nature of the commodity wages.
    ANALYSIS
    Payment of Commodity Wages for
    Undocumented Past Services
    Is Oppressive Conduct.
    The majority states, “Through this action and her argu-
    ments on appeal, Jones is essentially challenging McDonald
    Farms’ tax strategy.” I do not see Jones’ arguments being
    limited in this way. Although Jones does take issue with how
    the corporation’s tax strategy deprives minority shareholders
    of any profits, she largely takes issue with how the corpora-
    tion has elected to take corporate profits and distribute them
    as commodity wages (for past services) to some sharehold-
    ers instead of paying dividends to all shareholders. Of the
    $628,500 paid in commodity wages from 2012 to 2013, each
    sister would have been entitled to 7.125 percent of those
    profits if they had been distributed as dividends. (Although
    Jones and her sister acquired their interest in the corporation
    upon the passing in 2010 of their mother, Betty, this dissent
    addresses only the 2012 and 2013 commodity wage distribu-
    tions which were made when the brothers had become major-
    ity shareholders.)
    Most of the testimony at trial was focused more on the pay-
    ment of commodity wages for past services than it was on the
    equipment purchases or other expenses paid for by the corpo-
    ration. Jones, for example, did not object to the corporation’s
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    purchase of the irrigation pivots. She argues that when consid-
    ering capital improvements, a corporation should also consider
    paying dividends. Further, any increase in the value of the cor-
    poration from capital improvements did not benefit her because
    Randall and Donald “have refused to pay her fair value for
    her shares.” Brief for appellant at 27. Both she and her sister,
    Rosemary, testified they had not received any economic benefit
    from their shares in the corporation. Rosemary did, however,
    have the benefit of living “on the homeplace” which is located
    on McDonald Farms’ land. She does not pay rent for the house,
    barn, and two lots there; however, she testified that it is “very
    stressful living there” because “they [presumably her brothers]
    don’t want me there.”
    So the primary issue is not the general concept of trying
    to keep the corporation’s taxable income at $50,000 to stay
    within the 15-percent tax bracket, as there are certainly equip-
    ment investments and prepaid business costs that improve the
    overall business operation and add value. Rather, the problem
    arises when an arbitrary figure is created to pay out remaining
    net income only to the majority shareholders, and that figure is
    based on accounting practices that were speculative (no agree-
    ments on past wages, no records of specific services rendered,
    no time records), or even nonexistent (commodity wages paid
    in 2012 were not reported on the corporation’s tax return). So
    the issue is not by itself the goal of reducing the corporation’s
    taxable income to $50,000; rather, it is whether Randall and
    Donald exercised their fiduciary duty of good faith and fair
    dealing with Jones and Rosemary when they made the deci-
    sion to distribute profits only to themselves under the guise of
    commodity wages instead of distributing those profits in pro-
    portionate shares to all shareholders.
    An officer or director of a corporation occupies a fiduciary
    relation toward the corporation and its stockholders, and is
    treated by the courts as a trustee. Woodward v. Andersen, 
    261 Neb. 980
    , 
    627 N.W.2d 742
     (2001). Although the burden is
    ordinarily upon the party seeking an accounting to produce
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    evidence to sustain the accounting, when another person is in
    control of the books and has managed the business, that other
    person is in the position of a trustee and must make a proper
    accounting. 
    Id.
     The burden of proof is upon a party holding
    a confidential or fiduciary relation to establish the fairness,
    adequacy, and equity of a transaction with the party with whom
    he or she holds such relation. 
    Id.
     As noted in Woodward, once
    the fiduciary relationship between the parties is established
    and evidence is presented that certain transactions existed that
    allegedly breached a fiduciary duty, the burden shifts. In this
    case, the burden shifted to Randall and Donald to prove the
    fairness, adequacy, and equity of the commodity wage distri-
    bution to themselves and their father, Charles. In my opinion,
    they failed to meet this burden.
    Randall and Donald failed to provide any reliable authority,
    nor a proper factual basis, to demonstrate the appropriateness
    or fairness in the distribution of commodity wages in the man-
    ner present here. The notion that majority shareholders can
    simply pay themselves any amount of money for past services
    without the existence of any agreement with the corporation,
    without any expectation that wages would ever be paid, and
    without any documentation or specificity of past services
    performed, belies the concept of fair dealing with other share-
    holders. It is clear the district court had some concern about
    the evidence presented, but was perhaps hesitant to compel
    dissolution of this family farming corporation. That is under-
    standable. It has been widely observed that courts are reluctant
    to apply the drastic remedy of statutory dissolution, especially
    in proceedings by a shareholder; and because dissolution and
    liquidation is so drastic, it must be invoked with extreme cau-
    tion. See In re Invol. Dissolution of Wiles Bros., 
    285 Neb. 920
    , 
    830 N.W.2d 474
     (2013). The district court in the present
    case concluded:
    Based upon the evidence presented at trial as set forth
    above, the Court finds that the evidence does not estab-
    lish the conduct of the majority shareholders was such
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    as to deprive [Jones] of any return on her shares. It is
    quite possible that continuation of payment of commodity
    wages without the payment of dividends to shareholders
    would result in that finding, but based upon the evidence
    as was presented, the evidence at this time does not sup-
    port a finding of oppression.
    There is no clear authority in Nebraska as to exactly what
    might constitute oppression; thus, it is unclear on what basis
    the district court reached its conclusion that the evidence did
    not support a finding of oppression. We know that oppres-
    sion does not include simply being unkind or mistrusting, see
    Detter v. Miracle Hills Animal Hosp., 
    12 Neb. App. 480
    , 
    677 N.W.2d 512
     (2004), overruled in part on other grounds, Detter
    v. Miracle Hills Animal Hosp., 
    269 Neb. 164
    , 
    691 N.W.2d 107
     (2005); nor does it include the failure to hold sharehold-
    ers’ meetings or appoint a second director, see Woodward v.
    Andersen, 
    261 Neb. 980
    , 
    627 N.W.2d 742
     (2001). Further, nei-
    ther the Business Corporation Act applicable in this case, nor
    the new Nebraska Model Business Corporation Act, § 21-201
    et seq. (Cum. Supp. 2016) (operative January 1, 2017), pro-
    vide any guidance on what constitutes oppressive conduct.
    Therefore, it is helpful to consider decisions in other states
    which involve alleged oppressive conduct in closely held
    farming or ranching corporations.
    In Baur v. Baur Farms, Inc., 
    832 N.W.2d 663
     (Iowa 2013),
    the Iowa Supreme Court similarly noted the absence of any
    definition of oppressive or oppression in Iowa’s Business
    Corporations Act. Baur Farms, Inc. observed that its court
    of appeals had examined the decisions of other jurisdictions
    and “concluded oppression is ‘an expansive term used to
    cover a multitude of situations dealing with improper conduct
    which is neither illegal nor fraudulent.’” 832 N.W.2d at 670.
    Baur Farms, Inc. quoted from an Oregon case as an example
    of oppression:
    “[T]he case of the shareholder-director-officers refusing
    to declare dividends, but providing high compensation
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    for themselves and otherwise enjoying to the fullest
    the ‘patronage’ which corporate control entails, leaving
    minority shareholders who do not hold corporate office
    with the choice of getting little or no return on their
    investments for an indefinite period of time or selling
    out to the majority shareholders at whatever price they
    will offer.”
    832 N.W.2d at 670.
    Baur Farms, Inc. further noted:
    Other jurisdictions have developed several sometimes
    overlapping standards for evaluating minority sharehold-
    ers’ claims of oppression in closely held corporations.
    Some have concluded oppression is “‘burdensome, harsh
    and wrongful conduct’ . . . or ‘a visible departure from
    the standards of fair dealing and a violation of fair play
    on which every shareholder who entrusts his money to
    a corporation is entitled to rely.’” . . . Other courts have
    linked oppression to the derogation of the fiduciary duty
    “of utmost good faith and loyalty” owed by shareholders
    to each other in close corporations. . . .
    A third approach, now perhaps the most widely
    adopted, links oppression to the frustration of the reason-
    able expectations of the corporation’s shareholders. . . .
    Courts applying the reasonable expectations standard
    have granted relief when the effect of a majority share-
    holder’s conduct is to deprive a minority shareholder of
    any return on shareholder equity.
    832 N.W.2d at 670-71 (citations omitted).
    Baur Farms, Inc. also addressed oppression in the context
    of stock transfer price restrictions, stating, “[s]ome courts
    have declined to enforce transfer price restrictions determined
    by formulas producing transfer prices so small in relation
    to the true value of the shares as to make the restrictions
    unconscionable or oppressive.” 832 N.W.2d at 671. The Iowa
    Supreme Court adopted a “reasonableness standard” for eval­
    uating minority shareholder claims of oppression, noting that
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    “[m]anagement-controlling directors and majority sharehold-
    ers of such corporations have long owed a fiduciary duty to
    the company and its shareholders.” 
    Id. at 673-74
    . Further, this
    duty “encompasses a duty of care and a duty of loyalty to the
    corporation” as well as a duty to “conduct themselves in a
    manner that is not oppressive to minority shareholders.” 
    Id. at 674
    . The Iowa Supreme Court held that “majority shareholders
    act oppressively when, having the corporate financial resources
    to do so, they fail to satisfy the reasonable expectations of a
    minority shareholder by paying no return on shareholder equity
    while declining the minority shareholder’s repeated offers to
    sell shares for fair value.” 
    Id.
     With regard to determining fair
    value, the court stated:
    Where stock transfer restrictions have provided for
    purchase by a corporation at book value, some courts
    have concluded the restrictions may be enforced if the
    value has been determined in accordance with gener-
    ally accepted accounting practices. [Citations omitted.]
    Significant discrepancies between market value and book
    value have cast doubt on the enforceability of provisions
    requiring transfers at book value. [Citations omitted.]
    Courts will thus consider whether the accounting methods
    used in establishing book value are fair and equitable
    to all the parties involved, and where arbitrary valua-
    tions appear on the books, courts have substituted values
    derived from acceptable accounting procedures.
    Baur v. Baur Farms, Inc., 
    832 N.W.2d 663
    , 675-76 (Iowa
    2013).
    As in the case before us, Baur Farms, Inc. also involved
    a closely held corporation in which the minority shareholder
    “has no access to an active market in its shares that might
    allow his realization of a return on his equity position.” 832
    N.W.2d at 676. And like the minority shareholder in Baur
    Farms, Inc., Jones lacks the “voting power to force the board
    of directors to set a book value that is reasonably related to
    the fair value of the company’s assets.” 832 N.W.2d at 676.
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    Because the district court in Baur Farms, Inc. had dismissed
    the case after the minority shareholder’s presentation of evi-
    dence, the Iowa Supreme Court reversed, and remanded for
    the district court to take any additional evidence to determine
    the fair value of minority shareholder’s equity interest in the
    corporation, and to apply the reasonable expectation standard it
    adopted in its opinion to determine if the corporation had acted
    oppressively. And, notably, if the conduct was determined to be
    oppressive, Baur Farms, Inc. acknowledged the district court’s
    equitable authority to be “flexib[le] in resolving the dispute.”
    832 N.W.2d at 677.
    Another state has carefully considered the issue of oppres-
    sion in a closely held ranching corporation. The Montana
    Supreme Court has stated, “Oppression may be more easily
    found in a close-held, family corporation than in a larger, pub-
    lic corporation.” Skierka v. Skierka Bros., Inc., 
    192 Mont. 505
    ,
    519, 
    629 P.2d 214
    , 221 (1981). And in Fox v. 7L Bar Ranch
    Co., 
    198 Mont. 201
    , 209, 
    645 P.2d 929
    , 933 (1982), it stated,
    “Shares in a closely held corporation are not offered for public
    sale. Without readily available recourse to the market place, a
    dissatisfied shareholder is left with severely limited alterna-
    tives if one group of shareholders chooses to exercise leverage
    and ‘squeeze’ the dissenter out.” The Montana Supreme Court
    also noted that while many courts hold that “‘oppression sug-
    gests harsh, dishonest or wrongful conduct,’” there are other
    courts that “find it helpful to analyze the situation in terms
    of the ‘fiduciary duty’ of good faith and fair dealing owed by
    majority shareholders to the minority.” 
    Id.
     And “‘other com-
    mentators have developed a definition for oppression in terms
    of “the reasonable expectations of the minority shareholders in
    light of the particular circumstances of each case.” . . .’” Id. at
    209-10, 
    645 P.2d at 933
    .
    Fox v. 7L Bar Ranch Co., supra, involved a closely held
    family corporation (7L Bar Ranch) consisting of 17,600 acres
    of largely grazing land which was being leased at consider-
    ably less than its market value. The 7L Bar Ranch corporation
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    was interrelated to two other family corporations, one of
    which was the sole user of 7L Bar Ranch’s grazing land. A
    dispute arose between two brothers. One brother claimed that
    the cashflow of the corporation in which he had a 50-percent
    interest was controlled by one in which he had a 25-percent
    interest; the complaining brother never received any dividend
    or remuneration of any kind from any of the corporations even
    though two of the businesses showed retained earnings of
    over $400,000 and one of them had cash assets that exceeded
    $400,000. The Montana Supreme Court agreed that this inter-
    relationship of corporations allowed one brother to control
    whether a profit was made by any corporation in which the
    other brother held stock. The court noted:
    “Although dividend withholding is used as a squeezeout
    technique and is used in corporations of all sizes, this
    technique (indeed practically all squeeze techniques) is
    applied most frequently in close corporations . . . .
    ‘Most of the abuses in the field of dividend policy have
    occurred among the smaller corporations, especially in
    cases where there is a concentrated control in a single
    family.’ . . .”
    Id. at 211, 
    645 P.2d at 934
    . The court went on to say:
    “The enterprise before us is a ‘close corporation’ in the
    strictest sense, that is, one in which, regardless of the
    distribution of the shareholdings, ‘management and own-
    ership are substantially identical’ . . . . In such a case,
    it seems almost self-evident, the fiduciary obligation of
    the majority to the minority extends considerably beyond
    what would be its reach in the context of a larger or less
    closely held enterprise. Here the relationship between
    the shareholders is very much akin to that which exists
    between partners or joint venturers.”
    Fox v. 7L Bar Ranch Co., 
    198 Mont. 201
    , 213, 
    645 P.2d 929
    ,
    935 (1982).
    The Montana Supreme Court observed that “[t]his is a case
    where control of a set of corporations, designed to be run by
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    one person, brought to boil an already bitter family struggle
    between people with a demonstrated inability to get along.”
    Id. at 214, 
    645 P.2d at 936
    . The court concluded the excluded
    brother “had a reasonable expectation of sharing in his inherit­
    ance.” 
    Id.
     The Montana Supreme Court affirmed the district
    court’s finding of oppression (and deadlock in voting power)
    and its order dissolving 7L Bar Ranch corporation.
    Fortunately in the case before us, there does not appear to
    be a bitter family struggle or an inability to get along; how-
    ever, there has been a denial of the two minority sharehold-
    ers’ reasonable expectation of sharing in their inheritance.
    Applying the legal principles set forth in Iowa and Montana,
    majority shareholders act oppressively when, having the cor-
    porate financial resources to do so, they fail to satisfy the
    reasonable expectations of a minority shareholder by paying
    no return on shareholder equity while declining the minority
    shareholder’s repeated offers to sell shares for fair value. The
    majority shareholders in this case, however, might suggest
    that corporate financial resources are not available because
    the net income has been reduced by payment of commodity
    wages (to which they claim entitlement for payment of past
    services) in an effort to control taxable corporate income. I do
    not find this position persuasive for the reasons already stated.
    Additionally, even if the use of commodity wages may be a
    preferred method of income distribution for an agriculture-
    based corporation, its availability does not by itself justify
    the use of commodity wages to avoid sharing profits with
    other shareholders.
    I agree with the following: Commodity wages can be paid
    in lieu of actual wages; commodity wages may be preferred
    over actual wages, because the corporation can avoid pay-
    ment of payroll taxes; and minimizing a corporation’s taxable
    income is a worthy goal. However, paying corporate profits to
    only certain shareholders and calling them commodity wages
    for unpaid past services does not, in my opinion, pass muster.
    There is no question that attempting to minimize the payment
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    of taxes through various tools and exceptions allowed under
    the tax code is a common pursuit. As Judge Learned Hand has
    been often quoted to say:
    [A] transaction, otherwise within an exception of the tax
    law, does not lose its immunity, because it is actuated by
    a desire to avoid, or, if one choose[s], to evade, taxation.
    Any one may so arrange his affairs that his taxes shall be
    as low as possible; he is not bound to choose that pat-
    tern which will best pay the Treasury; there is not even a
    patriotic duty to increase one’s taxes.
    Helvering v. Gregory, 
    69 F.2d 809
    , 810 (2d Cir. 1934). By
    all appearances in Gregory, a shareholder’s alleged corporate
    reorganization was on the surface consistent with applicable
    laws, and that shareholder was able to accomplish the sale of
    certain stock at a lower taxable rate as part of that process.
    However, the Gregory court went on to conclude that the
    shareholder in that case had engaged in “an elaborate scheme
    to get rid of income taxes” which did not properly fall within
    the intention of the corporate reorganization laws. 
    69 F.2d at 810
    .
    My reference to the Gregory case is not to suggest any
    “elaborate scheme” to avoid income taxes took place here;
    rather, the point is that just because the tax code allows the
    use of commodity wages does not mean that commodity wages
    were intended to be used in the way they were used here—as
    an alternative method of deferred or catch-up or gratuitous or
    “morally” owed compensation—especially when there is no
    evidence documenting any agreement or other obligation by
    the corporation to pay wages of any type (as officers, directors,
    or employees) to any of the shareholders in this case.
    The majority opinion seems to suggest that the commod-
    ity wages paid here are justified because Maltzahn said they
    were reasonable and “Jones’ own expert, Scow, could not
    opine whether the wages paid were appropriate, and he also
    conceded that an annual farm management fee of 7 percent to
    10 percent of gross income would be reasonable.” However,
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    Christopher Scow made it clear that he could not say whether
    the commodity wages paid in this case were appropriate
    because he did not know “what activities Charles was provid-
    ing and being paid for.” Scow said the same thing regarding
    commodity wages paid to Randall and Donald: “I cannot make
    a determination if it’s appropriate, because I do not know what
    services they actually provided.” Further, it is not particularly
    relevant to the case before us that farm managers for absentee
    owners are paid 7 to 10 percent of the gross income produced
    on a farm. This case does not involve absentee owners; in fact,
    the familial relationship between the owners and farm tenants
    in this case would have significantly minimized the need for
    much of the work provided by a farm management company.
    Absentee farm owners are obviously agreeing in advance to
    pay that 7- to 10-percent farm management fee; when grain
    is sold and income is received, Scow said “we will deduct the
    percentage of our fee at that time.” Scow testified that he sat
    in meetings with prospective clients, most often with the farm
    manager, to explain the services provided, such as bookkeep-
    ing and accounting and insuring the property. Scow’s company
    generated monthly or quarterly reports, and it had its own
    accounting and bookkeeping staff. There is no evidence in the
    present case of any verbal or written agreements regarding
    fees or wages for any particular services, nor, according to
    Randall’s own testimony, was there any expectation that such
    fees or wages would be paid. Notably, when Scow was asked
    if he had heard of “other farm managers receiving income
    in years after the services for which it was performed,” he
    responded, “I’ve not heard of that, no. I’ve not heard of any-
    one else doing that.”
    The commodity wages paid to Randall, Donald, and Charles
    for alleged unpaid (and undocumented) past services are an
    unfair and unjustified business decision that was disguised
    as an acceptable tax reduction policy. Under this tax prac-
    tice, Randall and Donald can indefinitely pay themselves
    unlimited commodity wages for past services, because there
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    is no agreement or other documentation to support the tim-
    ing or the value of those services. It can be any amount, for
    any vaguely described service, rendered at no specific time.
    When asked how much more he thought he was owed in back
    wages, Randall said, “I have no idea.” And when asked if he
    had even started to calculate that, Randall replied, “No,” and
    he had “[n]o idea” whether he was done paying back wages
    to Donald and himself. Further, Randall’s own testimony
    made it clear that no consideration was ever given to sharing
    any portion of the corporation’s net profits with the minor-
    ity shareholders because “[t]hey hadn’t done anything for
    the corporation.”
    The majority opinion inappropriately characterizes this dis-
    sent’s discussion of the commodity wage issue as an “attempt[]
    to shame Donald and Randall for the shares their parents obvi-
    ously believed they deserved.” To the contrary, this dissent has
    focused on Randall and Donald operating under a mistaken
    (not shameful) impression that they were entitled to keep all
    of McDonald Farms’ profits, because they did the farming
    and their sisters did not. Understandably, the idea of having to
    share those profits with their sisters was new to Randall and
    Donald, because the brothers had only recently acquired their
    majority interest in the corporation in June 2012. And further,
    because the farm economy was good at that time (high com-
    modity prices), they found themselves in the fortunate posi-
    tion of having large amounts of corporate profits available for
    distribution, another new concept for them as new majority
    shareholders of McDonald Farms. But just because they were
    inexperienced in finding themselves in such a situation does
    not justify the decision they made to completely exclude their
    sisters from a share of those profits.
    The majority opinion also says that Charles “not only
    acquiesced, but also initiated and partook in the decision
    to pay commodity wages to the majority shareholders as a
    tax planning strategy.” However, Randall testified that after
    Charles fell and hit his head in July 2012, he did not make
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    any financial decisions for himself. Randall acknowledged
    that Charles did not participate in the conversations with
    Maltzahn about payment of commodity wages in 2013 (total-
    ing $397,200) and that Charles “probably was not” part of
    those conversations for the 2012 commodity wages (totaling
    $231,300) either. Randall also acknowledged that after Charles
    “went into the hospital and Riverside Lodge” (following his
    fall in July 2012), Randall handled Charles’ affairs pursuant to
    a power of attorney.
    The majority states that this “dissent’s claim that [Jones’]
    reasonable expectations were violated as a result of payment
    of commodity wages” is “suspect,” because commodity wages
    were not even paid between December 2010 (when Jones
    received her shares) and January 2012 (when Jones sought to
    be bought out). However, commodity wages were paid in 2010,
    so the practice of distributing net income by that method rather
    than dividends was a practice Jones would have known to exist
    upon acquiring her shares in the corporation. Additionally,
    Jones did not file a lawsuit until April 1, 2013, after the 2012
    commodity wages ($231,300) were paid to the majority share-
    holders and no dividends were issued to the minority share-
    holders. The sisters’ reasonable expectations of benefiting from
    their inheritance either by dividends or by having their interest
    in the corporation bought out commenced upon acquiring their
    shares. Further, the issue is not just that commodity wages
    were distributed only to some shareholders for alleged unpaid
    past services, the issue is that profits were not being shared
    with all shareholders in a good faith, fair manner, as became
    more evident with the 2012 and 2013 commodity wage pay-
    ments. And contrary to the majority’s implication, this dissent
    is not invading the province of the estate planning decisions
    made by Charles and Betty; nor is it disregarding Jones’ “total
    lack of involvement in the family farm.” Rather, the focus of
    this dissent is on the reasonable expectations of shareholders in
    a corporation. And just because the sisters did not pay for their
    shares (notably, neither did Randall or Donald), nor contribute
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    to the farm labor, does not mean that they should be excluded
    from corporate profits being enjoyed by other shareholders.
    Randall and Donald failed to exercise their fiduciary duty of
    good faith and fair dealing with Jones and Rosemary when
    they made the decision to distribute profits only to themselves
    under the guise of commodity wages for past unpaid services
    instead of distributing those profits in proportionate shares to
    all shareholders; or alternatively, by failing to consider a rea-
    sonable buyout of Jones’ shares for fair value. Under any stan-
    dard for evaluating a minority shareholder’s claim of oppres-
    sive conduct, as discussed previously, this should qualify as
    oppressive conduct.
    Alternatives to Dissolution
    of Corporation.
    Having concluded the evidence supports a finding of oppres-
    sive conduct, I also agree that dissolution is a drastic measure
    and should be invoked with extreme caution. See Woodward
    v. Andersen, 
    261 Neb. 980
    , 
    627 N.W.2d 742
     (2001). Even
    Jones says it is not her “preference to force a dissolution of
    McDonald Farms. Rather, she wants simply to be paid fair
    value for her shares and leave Rand[all] and Don[ald] to run
    the business of McDonald Farms.” Brief for appellant at 39.
    Jones suggests it is within the district court’s equitable author-
    ity to order a buyout of Jones’ shares at fair value. I agree that
    a district court has the authority to fashion equitable alterna-
    tives to a corporate dissolution in order to avoid such a drastic
    measure; in this case, there may also be other alternatives to
    dissolution or a buyout. Nebraska Supreme Court cases provide
    some guidance on this issue.
    Beginning with the notion that an officer or director of a
    corporation occupies a fiduciary relation toward the corpo-
    ration and its stockholders and is treated by the courts as a
    trustee, our Supreme Court has stated:
    An officer or director must comply with the applicable
    fiduciary duties in his or her dealings with the corporation
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    and its shareholders. . . . Where a director has acted in
    complete good faith and breached no fiduciary duties, he
    or she is not liable for mere mistakes in judgment. . . .
    However, a violation by a trustee of a duty required by
    law, whether willful, fraudulent, or resulting from neglect,
    is a breach of trust, and the trustee is liable for any dam-
    ages proximately caused by the breach.
    Trieweiler v. Sears, 
    268 Neb. 952
    , 973, 
    689 N.W.2d 807
    , 830-
    31 (2004) (citations omitted).
    Trieweiler also tells us that “[e]quity is not a rigid concept,
    and its principles are not applied in a vacuum, but instead,
    equity is determined on a case-by-case basis when justice and
    fairness so require.” 
    268 Neb. at 980
    , 689 N.W.2d at 835. And
    when “a situation exists which is contrary to the principles of
    equity and which can be redressed within the scope of judicial
    action, a court of equity will devise a remedy to meet the situa-
    tion.” Id. at 980, 689 N.W.2d at 835-36. Finally, “[w]here relief
    may be granted, although no precedent may be found, the court
    will so proceed,” id. at 980, 689 N.W.2d at 836, and “[e]quity
    will always strive to do complete justice[,]” id. at 981, 689
    N.W.2d at 836. Trieweiler permitted a minority shareholder to
    individually recover money in his corporate derivative action
    based on misappropriation of money by the corporation, among
    other things. Our Supreme Court noted that “there are circum-
    stances in which individual damages may be appropriately
    awarded in connection with a derivative action.” Id. at 971,
    689 N.W.2d at 829. In the case at hand, for example, one alter-
    native to dissolution or a forced buyout might be to require
    the brothers to pay the sisters their proportionate share of the
    $628,500 in corporate profits that were distributed as commod-
    ity wages in 2012 and 2013.
    To the extent a buyout is the preferred alternative, it is clear
    that a determination of the fair value of a corporation’s shares
    should comply with some established legal principles. See
    F.H.T., Inc. v. Feuerhelm, 
    211 Neb. 860
    , 
    320 N.W.2d 772
     (1982)
    (book value is determined by generally accepted accounting
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    principles; as applied to corporate stock, book value ordinarily
    means net value shown on corporate books of account of all
    assets of corporation after deducting all liabilities); Trebelhorn
    v. Bartlett, 
    154 Neb. 113
    , 
    47 N.W.2d 374
     (1951) (actual value
    of corporate stock of closely held corporation is ordinarily
    determinable from then net worth of corporation divided by
    number of bona fide shares issued and outstanding; for that
    purpose, evidence of factors and elements, such as assets,
    liabilities, and all other matters pertinent to value of particular
    corporation involved, may be admitted and considered); Shuck
    v. Shuck, 
    18 Neb. App. 867
    , 
    806 N.W.2d 580
     (2011) (to deter-
    mine value of closely held corporation, trial court may con-
    sider nature of business, corporation’s fixed and liquid assets
    at actual or book value, corporation’s net worth, marketability
    of shares, past earnings or losses, and future earning capacity;
    method of valuation used for closely held corporation must
    have acceptable basis in fact and principle).
    Also, as previously noted in Baur v. Baur Farms, Inc., 
    832 N.W.2d 663
     (Iowa 2013), when stock transfer restrictions
    have provided for purchase by a corporation at book value,
    some courts have concluded the restrictions may be enforced
    if the value has been determined in accordance with gener-
    ally accepted accounting practices; however, significant dis-
    crepancies between market value and book value should cast
    doubt on the enforceability of such a provision. Courts should
    consider whether the accounting methods used in establishing
    book value are fair and equitable to all the parties involved,
    and where arbitrary valuations appear on the books, courts can
    substitute values derived from acceptable accounting proce-
    dures. 
    Id.
    Based on these legal principles, there are alternative equi-
    table measures that can be taken to avoid corporate dissolution
    while providing some relief to Jones as a result of her brothers’
    oppressive conduct in denying her a proportionate share of the
    corporation’s net profits or, alternatively, refusing to buy out
    her shares at fair value.
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    CONCLUSION
    In conclusion, I refer to the 2012 Census of Agriculture:
    Nebraska State and County Data, 1 Geographic Area Series Pt.
    27, U.S. Dept. of Agric., Pub. No. AC-12-A-27 (May 2014),
    which reveals that the total number of farms in Nebraska at
    that time was 49,969, comprising 45,331,783 acres of land.
    A family or individual owned 42,543 of those farms; 2,974
    were owned by partnerships; 3,784 were owned by corpora-
    tions (of which 3,580 were family held corporations); and a
    small number were held by others such as estates, trusts, and
    cooperatives. 
    Id.
     The average age of the principal operators
    of the ­family-held farming corporations was 57. 
    Id.
     What this
    tells me is that there are thousands of family farm corpora-
    tions approaching possible transfers of ownership, which we
    can only hope will not end up in litigation as occurred here.
    The drain on family and community resources, and more
    importantly, the deterioration of family relationships that such
    disagreements may cause, can be minimized if the Legislature
    and the courts provide adequate guidance and alternatives
    for resolving such conflicts. This is an important issue, and
    this dissent is not the place for an exhaustive discussion of
    that issue. Dissolution of a family farming corporation is an
    extreme remedy and is rightly disfavored absent extreme cir-
    cumstances. I agree with the district court’s decision to refrain
    from ordering dissolution in this case; however, I do think the
    law authorizes district courts to consider equitable alternatives,
    as discussed. I would have reversed, and remanded for the dis-
    trict court’s further consideration of those alternatives.