Ghaly v. Uppal CA4/2
In 2019, plaintiff and appellant Gamal F. Ghaly, M.D. (Dr. Ghaly) owned one of 75 outstanding shares of a corporation—defendant Riverside Community Healthplan Medical Group, Inc., also known as Riverside Physician Network (RPN). That year, RPN was sold for $18 million and merged with another entity. In connection with the merger, RPN paid $12,082,500 of the $18 million purchase price to its directors, officers, and others as “transaction bonuses.” Dr. Ghaly did not receive a bonus and did not approve the merger. RPN offered Dr. Ghaly $34,140 for his share, but Dr. Ghaly rejected the offer and refused to relinquish his share certificate, claiming his share was worth substantially more than $34,140.
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