TACEY GOSS P.S. repels shareholder attack on Roanan Corporation.

 Ousted director shareholders in Novak v. Moa, Thurston County Superior Court No. 05-2-01096-4, sued Roanan Corporation and its individual Directors to block the company’s efforts to capitalize on exciting mining and energy developments in Northern Canada and Alaska.  After the court overturned the plaintiffs’ miscount of shareholder votes that ultimately removed them from the Board of Directors, plaintiffs complained that they were oppressed by the conduct of the individual Directors on the new Board. 

 Roanan is a corporation of 349 shareholders with interests in townsites, mining claims and a port in Hyder, Alaska.  With commodity prices soaring, mining activity in northern Canada booming, and the construction of the Alaska Highway Natural Gas Pipeline, Roanan embarked upon a capital campaign to develop its holdings.  Five shareholder plaintiffs fought nearly every move of the corporation and its individual Directors over almost three years.  Plaintiffs claimed, among other things, that Roanan funds were converted, their shares were unreasonably diluted, and the Board’s compliance with the company’s Bylaws was not fair.

 Roanan retained C. Chip Goss eight months before trial and the company later accepted the indemnification defense of certain Directors.  Through testimony and documentary evidence over three and a half weeks before the Honorable Richard D. Hicks, Goss established that many of plaintiffs’ claims were baseless; that the conduct of Roanan and its Directors was reasonable, in good faith, and in furtherance of legitimate business purposes; and that some irregularities were harmless.  Judge Hicks dismissed all of plaintiffs’ claims with prejudice. 

 You can read Judge Hicks’ decision under Recent Opinions at http://www.co.thurston.wa.us/superior.