The NJ Appellate Division affirmed in part and remanded in part a Chancery Judge's decision, following a lengthy trial, in a protracted dispute among shareholders in a close corporation equally owned by three siblings. In Wisniewski v. Walsh, Docket No. A-0825/26-10T4 (Decided April 2, 2013), the Court affirmed the finding that one of the siblings (Norbert) was the oppressing shareholder and that his actions harmed the other shareholders but not the company. Norbert was ordered to sell his one-third interest back to the company or to the other two shareholders at fair value. The Appellate Division held that the Chancery Judge erred in not applying a marketability discount to the valuation of the oppressor's interest. A marketability discount adjusts the value of an interest in a closely-held corporation on the assumption that there is a small pool of potential buyers and that disposal will be more difficult. The Court noted that in forced buy-out circumstances, as well as when determining fair value of a dissenter's shares in an appraisal action, such a discount is not applicable except under extraordinary circumstances. Otherwise, a minority shareholder potentially is deprived of the full proportional value of his shares while the majority is enriched by allowing a buy-out of his minority interest at a bargain price. However, here, faced with the exceptional instance where the oppressor is being bought out, the Court held that fairness dictates that the oppressor should not be rewarded when his conduct not only harmed the other shareholders but necessitated the forced buyout. Accordingly, it found that the Chancery Judge's failure to apply an appropriate marketability discount in these extraordinary circumstances was erroneous.