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FIRST DIVISION
July 26, 2004

Modified Upon Denial of Rehearing

JUSTICE McNULTY delivered the opinion of the court:

Under the Business Corporation Act, frozen-out minorityshareholders in closely held corporations may seek dissolution ofthe entity, and majority shareholders may avoid this result via abuyout of the minority at a "fair value" to be determined by thecircuit court if the sides are unable to reach an agreement onthe terms of sale. The instant matter results from such abuyout, and both the selling minority and the purchasing majorityappeal: the sellers claim that they were entitled to prejudgmentand postjudgment interest on the purchase price and that theyshould still be entitled to pursue claims of breach of fiduciaryduty against the corporation's directors; the purchasers claimthat the trial court's "fair value" determination improperlyfailed to include a discount reflecting the lack of marketabilityof the minority's shares. We reverse the trial court's denial ofpostjudgment interest and otherwise affirm its judgment.

BACKGROUND

Defendant Chicago Metallic Corporation (CMC) was purchasedby Reinhardt G. Jahn in 1938, and he subsequently passedownership and operation of the company to his three sons, LorenA. Jahn, Martin D. Jahn, and Reinhardt H. Jahn. The three sharedownership and decision-making equally, but disputes developedafter their offspring entered the company's employment andshareholder ranks. Martin D. Jahn and four other members of hisfamily filed a complaint seeking the remedies provided toshareholders of nonpublic corporations by the BusinessCorporation Act of 1983 (Act) (805 ILCS 5/12.56 (West 1996)),alleging that the families of Loren and Reinhardt Jahn, alongwith CMC's president and chief executive officer, defendant LarryKinderman, and Gerald Lahey, the company's other nonfamily,nonowner member of the board of directors, had committed variousacts which constituted oppression and "freeze-out" of theplaintiffs, and which also constituted corporate waste and abreach of fiduciary duty.

The Act provides that in the event of a petition for relief,the corporation or one or more of its shareholders may elect topurchase all of the shares of the petitioning minority, and thatthe court is to determine the fair value of the shares and otherterms of purchase if the parties are unable to agree on thoseparameters. 805 ILCS 5/12.56(f)(6) (West 1996). In the instantcase, the majority offered to purchase the interest of theminority, which amounted to approximately one-third of the sharesof CMC, for $28,730,102. The minority shareholders did not agreeto this figure, and the trial court, while issuing a stay ofother matters raised by the plaintiffs' petition, conducted a 20-day trial on the valuation of the plaintiffs' shares. In thecourse of the trial, the defendants frequently objected to theplaintiffs' attempts to present evidence of the various actionsalleged to be oppressive and wasteful, but the court ultimatelydetermined that culpable conduct by the defendants could haveunfairly depressed the value of the plaintiffs' shares, and that evidence of oppression and waste was thus relevant to thevaluation question. After trial, the court issued a writtenmemorandum of its findings which concluded in a determinationthat the conduct of the defendants did not constitute oppressionor waste, and that the fair value of the plaintiffs' shares was$52,485,000.

Following the court's valuation order, the parties attemptedto confirm that that order compelled the plaintiffs to relinquishtheir shares in exchange for the defendants' payment of thevaluation price; the parties sought the court's clarificationthat the exchange, since it came pursuant to court order, did notconstitute a waiver of the right to appeal. In the course ofdiscussion of the matter, the court, sua sponte, raised the issueof interest for the first time; it advised the parties that itwould not award prejudgment interest to the plaintiffs in theabsence of evidence that the defendants were "not proceedingdiligently to close this transaction." Asked about the scope ofthat ruling, the court replied, "I mean postjudgment interest andprejudgment interest."

The plaintiffs then sought the court's modification,clarification and reconsideration of its orders regardingvaluation and interest. On the valuation issue, they suggestedthat the court may have arrived at an unduly low price for theirshares on the basis of an improper interpretation of thevaluation analysis of the economic experts. The court rejectedthis argument, and the plaintiffs do not seek our review of thatruling. The plaintiffs also claimed that the remedy ofprejudgment interest calculated from the date before their filingof the action was equitably justified by various acts of thedefendants: the alleged corporate freeze-out, a lowball purchaseprice offer, and bad-faith price negotiations. The plaintiffsalso sought postjudgment interest from the date of the court'sorder. At the same time, the defendants moved to dismiss theplaintiffs' claim for breach of fiduciary duty, which had beenstayed pending the court's adjudication of the valuation issue.

The trial court denied the plaintiffs' request forprejudgment interest: "With regard to prejudgment interest therewas no liquidated or easily ascertainable amount that the[defendants] could have paid that would have resolved thislitigation or this claim ***. So with regard to prejudgmentinterest I don't think that there is any issue whatsoever. Motion for that is denied." The court commented that theplaintiffs were not entitled to attorney fees, and then remarked,"I believe that resolves the motion - - the first motion thatyou've argued ***." Counsel for the plaintiffs interjected, "Ithink there was just one more regarding post-judgment, yourHonor," and the court responded, "I don't think you're entitledto anything at all."

The court then turned to the defendants' motion to dismisscount III of the plaintiffs' petition, the breach of fiduciaryduty claim. Proceedings on that claim had been stayed pendingthe valuation of the plaintiffs' shares, and the plaintiffsargued that the stay had prevented them from discovery and thepresentation of evidence regarding that claim. The court wasunpersuaded by this argument:

"I'm going to grant the motion to dismiss. Thevalue that the Plaintiffs received on their sharesinvolved the consideration of any reduction in value tothose shares. It was a consequence of the allegedacts, wrongful acts of oppression which are exactly thesame acts that are alleged in support of the breach offiduciary duty claims.

***

And [plaintiffs' counsel] is correct, I didattempt to limit the scope of this trial to issues thatrelated solely to value.

And indeed when Mr. Riley, Plaintiff's experts,[sic] testified, he testified as to what he consideredon the question of value. But [plaintiff's counsel]was persistent and effective and he convinced me thatbeyond the value attributed to the shares by Mr. Rileythere was a value that was lost as a consequence ofacts of oppression. And we spent days listening totestimony brought forward by the Plaintiffs regardingthose specific acts of oppression which again mirrorexactly what's asserted in Count 3.

My findings in my opinion as defense counsel hasargued addresses each of those allegations specifically***. And I found both the evidence as to oppressionand as to value or devaluation totally unpersuasive.

Having found that the very allegations that areurged in support of Count 3 did not give rise to anyform of oppression which clearly a breach of fiduciaryobligation would I can't do anything but say that theconclusion that I reached it wasn't necessarily aninevitable outcome of the trial with regard tovaluation that Count 3's trial - - that a separatetrial on Count 3 would be precluded. That consequenceis an artifact of Plaintiff bringing those very issuesinto their question on valuation which required me todetermine whether or not they constituted any form ofoppression.

Having said that I believe that any further trialwith regard to these issues is precluded.

Accordingly the motion to dismiss Count 3 isgranted. And the motion to transfer Count 3 to the lawdivision is denied."

DISCUSSION

On appeal, the plaintiffs argue that the trial court erredin failing to include in its valuation order an award ofprejudgment interest. They claim that the amount owed to them,calculated by accruing simple interest at the prime rate sincethe valuation date, is $13,482,688. They acknowledge that theAct, in allowing such awards to be made by the court "ifappropriate," and in amounts "determined by the court to beequitable," has delegated adjudication of the issue to thediscretion of the trial court. 805 ILCS 5/12.56(e)(iii) (West1996). The plaintiffs further acknowledge that no reportedIllinois precedent arising from a court's determination of aminority buyout price under section 12.56 of the Act hasdetermined that the failure to award prejudgment interest was anabuse of discretion. In the absence of such precedent, theplaintiffs suggest that decisions interpreting arguably similarstatutes in Illinois and other jurisdictions may be instructivein the identification of a basis for an award of prejudgmentinterest. We find the offered cases to be of little value indeciding the interest issue presented here.

In Weigel Broadcasting Co. v. Smith, 289 Ill. App. 3d 602(1996), this court adjudicated the buyout of dissenters in apublic corporation who were forced out of their ownership stakein a reverse stock split to which they objected. In that case,the minority owners were ejected from the company's ownershipranks and given compensation for their shares which wassubsequently determined by the trial court to be unfairly low;this court noted that the section of the Act applicable to suchinstances, section 11.70, "provides that a dissenter is entitledto interest if the fair value of his shares, as determined by thecourt, exceeds the amount paid by the corporation." Weigel, 289Ill. App. 3d at 611. Unlike Weigel, the instant matter does notresult from a completed taking of the minority's shares at anunfairly low price and is not governed by a statute grantinginterest as compensation for the underpayment.

Plaintiffs also cite Musto v. Vidas, 333 N.J. Super. 52, 754A.2d 586 (2000), as supportive of their prejudgment interestclaim. In that case, the New Jersey Superior Court hadpreviously affirmed a trial court finding that the plaintiffminority shareholder had been unfairly oppressed. Musto v.Vidas, 281 N.J. Super. 548, 557-58, 658 A.2d 1305, 1310 (1995). In addressing the prejudgment interest issue, the court merelydeferred to the discretion of the trial court in its award ofinterest to the plaintiff minority shareholder and further notedthat much of the delay in resolving the terms of purchase wasattributable to the defendants' interlocutory appeal from theorder requiring them to buy the plaintiff's shares. Musto, 333N.J. Super. at 73-74, 754 A.2d at 598. Since the trial court inthe case at bar rejected the plaintiffs' claims of oppression anddid not assign any larger portion of responsibility for theduration of the litigation to the defendants, we believe that thefactual background of Musto is sufficiently distinct to depriveit of any persuasive weight here.

In In re Seagroatt Floral Co., 167 A.D.2d 586, 563 N.Y.S.2d539 (1985), the minority shareholders were awarded interest onthe price paid to them by the purchasing corporation, butobjected to the interest rate used and to the extended timeperiod granted to the corporation to make full payment. Withoutdetailed discussion, the court affirmed the trial court, holdingthat an abuse of discretion by the trial court in issuing theinterest award had not been demonstrated. 167 A.D.2d at 589, 563N.Y.S.2d at 542. Since the Seagroatt Floral Co. court was notasked to reverse a denial of a prejudgment interest award, webelieve its result offers no guidance for our disposition of theinstant case.

One case cited by the plaintiffs, Blake v. Blake Agency,Inc., 107 A.D.2d 139, 486 N.Y.S.2d 341 (1985), did result in areversal of a trial court's failure to award prejudgment interestin a shareholder buyout. But the Blake court's entire analysisof the issue consists of the conclusory assertion that "justicerequires" payment of interest under the New York statute underreview unless the minority shareholder has somehow acted in badfaith. 107 A.D.2d at 150, 486 N.Y.S.2d at 350. Were Blake astatement of Illinois law by our supreme court, that conclusionwould be sufficient to direct our determination here, but we donot find the Blake court's result, without more, to be apersuasive statement of a rationale for an award to theplaintiffs in the instant case.

The plaintiffs offer extensive argument regarding their viewof the equitable grounds for an award of prejudgment interest,emphasizing the alleged inadequacy of the majority's offer fortheir shares, the duration of the litigation and the amount ofinterest earned by the corporation and denied to them while thepurchase of their shares remained unexecuted, and the financialbenefits of CMC ownership denied to them during the litigation. Plaintiffs also make policy arguments in support of theirposition, claiming that, in general, minority shareholders inclosely held corporations have fewer resources than themajorities from whom they seek relief, and that prejudgmentinterest awards will discourage majorities from bad-faithbargaining, dilatory litigation tactics, and other attempts totake advantage of the resource disparity in their favor.

In our view, the arguments asserted by the plaintiffs do notestablish the trial court's denial of prejudgment interest as anabuse of discretion. The trial court heard evidence of theownership benefits denied to the plaintiffs during the course oflitigation, but also heard that the plaintiff shareholders werepaid dividends for the years 1998 and 1999, and that severalmembers of the plaintiff group also received severance paymentsin lieu of two years of future salary at the time they left thecorporation. The trial court also noted that, while theplaintiffs claimed that the defendants' offered purchase pricewas a bad-faith, "lowball" offer, the court considered theplaintiffs' "immovable demand" to have been "highballed," anddeclined to assign to the defendants sole responsibility for thelength of time required to finalize a valuation for theplaintiffs' shares. These findings, combined with the findingthat the value of plaintiffs' shares was not a liquidated oreasily ascertained amount prior to the court's valuationdecision, contradict one of the basic premises of the plaintiffs'equitable argument for interest: that during the course of thelitigation, the defendants were withholding funds which theplaintiffs were entitled to. The plaintiffs have thus failed toestablish that the generally recognized basis for an award ofprejudgment interest, the need to grant an award to make adeprived plaintiff whole (In re Estate of Wernick, 127 Ill. 2d61, 86-87 (1989)), is applicable to their claim.

A court abuses its discretion when it acts arbitrarilywithout the employment of conscientious judgment or, in view ofall the circumstances, exceeds the bounds of reason and judgmentand ignores recognized principles of law. Kaden v. Pucinski, 263Ill. App. 3d 611, 615 (1994). Given its reasoned considerationof the interest issue and the presence of substantial evidencewhich supports its resolution of the matter, we do not believethat the trial court's prejudgment interest ruling can bedescribed in such terms.

We next address the plaintiffs' claims for postjudgmentinterest. In contrast to its lengthy consideration of evidencerelevant to the arguments raised by plaintiffs as equitable basesfor an award of prejudgment interest, the court devoted onlyminimal attention to the postjudgment interest question. In bothits sua sponte discussion of the issue in the initialpostjudgment hearing on the payment process and in its denial ofthe plaintiffs' motion for reconsideration, the court addressedthe postjudgment interest issue summarily, and as a matter to bepresumptively resolved on the same terms as its resolution of theprejudgment interest issue. As previously recited, the courtfirst addressed the interest issue without prompting from theparties, ruled that the defendants would not be ordered to addprejudgment interest to the purchase price unless they were notdiligent in making payment, and then, when asked to confirm thescope of that ruling, conclusively linked the two: "I meanpostjudgment interest and prejudgment interest." On motion forreconsideration, the court again focused on the prejudgmentinterest issue, and refused an award because the amount due theplaintiffs had not been ascertainable before judgment. The courtreferred to the plaintiffs' motion for reconsideration as havingbeen addressed in its entirety; then, when reminded of therequest for postjudgment interest as well, merely commented, "Idon't think you're entitled to anything at all."

In general, Illinois law provides for the accrual ofinterest after judgment in such cases to compensate the judgmentcreditor for the use of his money. 735 ILCS 5/2-1303 (West1996). However, judgments arising from proceedings under theAct, and from chancery proceedings in general, are not subject tothe automatic statutory accrual of postjudgment interest as arethose arising from actions at law; these awards, like awards ofprejudgment interest, are left to the discretion of the trialjudge. (Hadley Gear Manufacturing Co. V. Zmigrocki, 152 Ill. App.3d 358, 359-60 (1986).

In denying the plaintiffs' claims for prejudgment interest,the trial court gave dispositive weight to the fact that theamount they were to receive was unliquidated and difficult toascertain prior to the valuation order. The court then offeredno analysis or explanation of the basis for its decision toignore the factual distinction presented by the liquidated natureof the plaintiffs' claim in the postjudgment context.

The defendants offer minimal argument which would supportthe characterization of the postjudgment interest ruling as aproper exercise of discretionary judgment. In the proposedfindings of fact and conclusions of law it presented to the trialcourt, CMC advocated a contrary position: that a postjudgmentinterest award was proper, while a prejudgment interest award wasnot. "In cases involving the purchase of stock at fair valuefrom minority shareholders after a statutory election by thecorporation to make the purchase, interest is awarded from thedate of the judgment determining the fair value of the shares,and not from the valuation date." (CMC's proposed findings offact and conclusions of law, par. 71, citing Taxy v. Worden, 181Ill. App. 3d 97, 105-106 (1989); Kalabogias v. Georgou, 254 Ill.App. 3d 740, 751 (1993).)

In this court, CMC points out that it attempted to makepayment within three days of the judgment, and that it waswithout fault in the drift of the payment date to nine days afterthe valuation ruling. The trial court's commentary supports thischaracterization of the company's conduct in making paymentfollowing the valuation order: it noted the absence of anydelaying tactics by the company. However, interest awards areintended not to penalize the debtor, but rather, to make thecreditor whole for the lost use of his money. People ex rel.Hartigan v. Illinois Commerce Commission, 148 Ill. 2d 348, 406(1992). In the instant case, the court's order gave thedefendants 90 days to comply, but each day that passed withoutpayment was a day during which the plaintiffs did not receive theliquidated payment price for their shares and the defendantsearned interest on that sum. In light of the identified purposeof interest awards, we believe that the debtor's lack of fault inany payment delay is, by itself, insufficient to negate thepropriety of a postjudgment interest award to compensate thejudgment creditor for the use of his funds. While we believethat the trial court, in the exercise of its discretion, couldhave determined that other factors outweighed the general premisefavoring compensation for the use of a judgment creditor's fundsfollowing the liquidation of a debt, the record before us doesnot reveal the existence of any such factors or the trial court'sreliance upon them.

In summary, the trial court, having found the unliquidatednature of the company's debt to be dispositive of the prejudgmentinterest issue, departed from that approach in deciding thepostjudgment interest issue in spite of the company's apparentconcession that postjudgment interest was appropriate. Since therecord does not reveal the basis for this departure, we cannotview the denial of postjudgment interest as a proper exercise ofits discretion. Accordingly, we reverse that ruling, and remandto the trial court for further consideration of the postjudgmentinterest issue.

The plaintiffs also contend that the trial court erred indismissing count III of their complaint, which contained theirallegations of breaches of fiduciary duty. As previously noted,the trial court initially ruled that proceedings relating to thatclaim would be stayed pending resolution of the valuationquestion, and on a number of occasions it reiterated that view inthe course of rulings which purported to exclude evidence whichdid not relate to the valuation issue.

Those rulings did not prevent adjudication of the factualallegations underlying the plaintiffs' breach of fiduciary dutyclaims, however. The Act required the trial court to determinethe fair value of the plaintiffs' shares "taking into account anyimpact on the value of the shares resulting from the actionsgiving rise to a petition under this Section." 805 ILCS5/12.56(e)(i) (West 1996). The court was thus obliged toconsider the statutory allegations of oppression and waste thatformed the basis for the first two counts of the complaint. Thisobligation was fulfilled. For example, the plaintiffs allegedthat the majority shareholders and the director defendantspromoted the interests of the majority family members inemployment decisions, but the court found that "[a]ll of theJahns of a given generation were evidently treated equally interms of benefits," and that "the actions Mr. Kinderman initiallytook regarding the compensation and responsibilities of[plaintiffs] appears consistent with his treatment of other Jahnswho were working in the business at the time." The plaintiffsalleged that a member of the majority was allowed to direct CMCto purchase a subsidiary, ASP, that the corporation allowed himto run that subsidiary without broader corporate approval, andthat CMC then allowed him to purchase the subsidiary on termsthat were favorable to the individual and disadvantageous to theparent company. But the court observed that a member of theplaintiff minority group was on the acquisitions committee ofparent CMC at the time of the purchase of the ASP subsidiary,that in spite of their explanations, the plaintiffs' after-the-fact claims of objection to the transaction were not credible,and that the price paid for ASP by the majority family member wasprobably fair. The plaintiffs further alleged that the majoritydeclined to sell another subsidiary, CRESCO, to one of theminority family members and that his offer would have been morelucrative to the parent CMC than the offer ultimately accepted. But the trial court found that the minority family member's offerfor the subsidiary was not unequivocal, and that the evidencesupported the company's determination that the more profitablecourse of action was to accept a third-party offer whileretaining the more valuable portions of the CRESCO business.

Ultimately, the trial court found nothing culpable in theactions alleged by the plaintiffs to be oppressive and wasteful,remarking that "most" of the claims of waste "clearly fall withinthe category of business decisions." The court elaborated: "Theevidence demonstrates that until outside management wasrecruited, the Plaintiffs were treated in a substantially equalmanner with regard to benefits, both as employees andshareholders. The most remarkable changes took place after Mr.Kinderman arrived and took precisely the kind of managementactions that Plaintiffs historically urged, however to aconclusion different from that which they had expected. Whateverthe lacks or missteps attributed to the majority, the bottom-lineis that the business was and continues to be profitable andgrowing."

The trial court thus found that the actions alleged toconstitute oppression and waste were instead the products ofbusiness judgment, and were not motivated by a desire to profitat the company's expense or to disadvantage the plaintiffs. Because of the structure of the plaintiffs' complaint, we believethat these findings are dispositive of the plaintiffs' breach offiduciary duty claims. The complaint makes a single series ofallegations of wrongful acts committed by the defendants; thoseallegations were completely incorporated by reference in each ofthree counts which asserted distinct theories of recovery. CountI alleged that the alleged wrongful acts constituted "oppression"and "freeze-out"; count II alleged that the same acts constituted"corporate waste"; and count III alleged that those actsconstituted breaches of fiduciary duty. There is thus no factualdistinction between the actions reviewed and found blamelessunder the first two counts of the complaint and the actionsalleged to provide a basis for the breach of fiduciary dutyclaim.

Citing Ballweg v. City of Springfield, 114 Ill. 2d 107(1986), the plaintiffs argue that the trial court's factualfindings on the allegations of counts I and II do not operate topreclude their further litigation on those facts because thejudgment remains subject to appellate review. While we agreewith this assertion, we believe that the plaintiffs' reliancethereon is misplaced. Though they are not precluded fromcontesting the propriety of the trial court's ruling, theplaintiffs still bear the burden of demonstrating that the rulingwas erroneous, and no such demonstration has been made. Theplaintiffs make no argument which illustrates the trial court'serror in determining that the defendants' various actions wereinnocently motivated business decisions. Nor do they indicateany rationale for a finding that innocently motivated businessdecisions can nevertheless constitute breaches of the fiduciary'sduties of good faith, loyalty and care. Lewis v. PlayboyEnterprises, Inc., 279 Ill. App. 3d 47, 57-58 (1996). Weaccordingly affirm the trial court's dismissal of count III ofthe plaintiffs' complaint.

In its cross-appeal, CMC asserts that the trial court erredin failing to consider that an agreement between all shareholdersseverely restricted the minority owners' ability to sell theirshares, and thus improperly failed to apply a discount for lackof marketability in valuing the minority interest. We disagree.

CMC, claiming that review of the trial court's ruling onthis issue should be conducted on a de novo basis, citesIndependence Tube Corp. v. Levine, 179 Ill. App. 3d 911, 917(1988), for the proposition that "the trial court must considerany factor which bears on the stock's intrinsic worth"; andargues that the court had no discretion to decline to apply adiscount for lack of marketability. This argument is entirelymeritless. The quoted sentence fragment follows the court'sdiscussion of the treatment of minority and marketabilitydiscounts by other jurisdictions; finding three such cases"persuasive," the Independence Tube court paraphrased theircautionary language: "These cases caution, however, that thetrial court must consider any factor which bears on the stock'sintrinsic worth." (Emphasis added.) 179 Ill. App. 3d at 917. Since the quoted sentence is explicitly a paraphrase ofcautionary notes from other jurisdictions, its citation as astatement of black-letter Illinois law is unsupportable. Thefallacy of the claim that the quoted provision deprived the trialcourt of the discretion to choose the appropriate valuationfactors is further demonstrated by the sentences immediatelyfollowing the quote: "Thus it may be appropriate for the trialcourt to consider a minority interest factor or a lack ofmarketability factor. There may be situations in which theminority or the illiquid nature of the stock diminishes itsvalue. In such instances, these factors should be considered indetermining fair value." (Emphasis added.) 179 Ill. App. 3d at917.

In Stanton v. Republic Bank of South Chicago, 144 Ill. 2d472 (1991), our supreme court affirmed the trial court'sassessment of minority and illiquidity discounts of 5% each, butin reviewing a dispute over the percentage used, noted that theapplication of a discount was a matter for the discretion of thetrial court, and that the court "was not even required to applyany discounts." 144 Ill. 2d at 480. We believe that Illinoislaw firmly establishes that the discount advocated by CMC in theinstant case was a matter for the trial court's discretion. Wealso believe that no abuse of that discretion has beendemonstrated.

The evidence presented in the case at bar indicates thatCMC's shareholders received value from their ownership interestsin the form of substantial dividends and lucrative employmentwith the company; we are aware of no evidence of any ownershipvalue traditionally derived from sale of the stock to thirdparties. In our view, the substantial value resulting from theincome generated by CMC ownership may not have been augmented byan external market for the shares, but that value was not reducedby the lack of third-party demand for them. In contrast, inIndependence Tube and Blake v. Blake Agency, Inc., 107 A.D.2d139, 486 N.Y.S.2d 341 (1985), where lack of marketabilitydiscounts were upheld, the courts noted that the subjectcompanies "had paid only modest dividends" (Independence Tube,179 Ill. App. 3d at 916-17) or "had never declared or paid anydividends" (Blake, 107 A.D.2d at 141, 486 N.Y.S.2d at 344).

CMC cites various cases from other jurisdictions aspersuasive support for the application of lack of marketabilitydiscounts in corporate buyouts. These citations ignore the moreprevalent current trend toward rejection of such discountsbecause they fail to fully credit the minority owner's percentagestake in the value of the enterprise in its entirety. See Swopev. Siegel-Robert, Inc., 243 F.3d 486, 491-92 (8th Cir. 2001);Arnaud v. Stockgrowers State Bank of Ashland, 268 Kan. 163, 165-66, 992 P.2d 216, 218 (1999); Cavalier Oil Corp. v. Harnett, 564A.2d 1137 (Del. 1989); C. Murdock, Squeeze-outs, Freeze-outs, andDiscounts: Why Is Illinois in the Minority in ProtectingShareholder Interests?, 35 Loy. U. Chi L.J. 737, 760-62 (2004).

In summary, we find that the facts presented in the instantcase support the trial court's exercise of its discretion inrefusing to apply a discount to the price of the plaintiffs'shares due to their lack of marketability.

CONCLUSION

We affirm the judgments of the circuit court of Cook Countydenying the plaintiffs an award of prejudgment interest,dismissing count III of their complaint, and declining to apply adiscount to the purchase price of plaintiffs' shares because oftheir lack of marketability. We reverse the court's denial of anaward of postjudgment interest and remand the cause to that courtfor further proceedings on that issue.

Affirmed in part and reversed in part and remanded.

O'MALLEY, P.J. and McBRIDE, J., concur.