§ 1104-a. Petition for judicial dissolution under special circumstances.\n (a) The holders of shares representing twenty percent or more of the\nvotes of all outstanding shares of a corporation, other than a\ncorporation registered as an investment company under an act of congress\nentitled "Investment Company Act of 1940", no shares of which are listed\non a national securities exchange or regularly quoted in an\nover-the-counter market by one or more members of a national or an\naffiliated securities association, entitled to vote in an election of\ndirectors may present a petition of dissolution on one or more of the\nfollowing grounds:\n (1) The directors or those in control of the corporation have been\nguilty of illegal, fraudulent or oppressive actions toward the\ncomplaining share
Free access — add to your briefcase to read the full text and ask questions with AI
§ 1104-a. Petition for judicial dissolution under special circumstances.\n (a) The holders of shares representing twenty percent or more of the\nvotes of all outstanding shares of a corporation, other than a\ncorporation registered as an investment company under an act of congress\nentitled "Investment Company Act of 1940", no shares of which are listed\non a national securities exchange or regularly quoted in an\nover-the-counter market by one or more members of a national or an\naffiliated securities association, entitled to vote in an election of\ndirectors may present a petition of dissolution on one or more of the\nfollowing grounds:\n (1) The directors or those in control of the corporation have been\nguilty of illegal, fraudulent or oppressive actions toward the\ncomplaining shareholders;\n (2) The property or assets of the corporation are being looted,\nwasted, or diverted for non-corporate purposes by its directors,\nofficers or those in control of the corporation.\n (b) The court, in determining whether to proceed with involuntary\ndissolution pursuant to this section, shall take into account:\n (1) Whether liquidation of the corporation is the only feasible means\nwhereby the petitioners may reasonably expect to obtain a fair return on\ntheir investment; and\n (2) Whether liquidation of the corporation is reasonably necessary for\nthe protection of the rights and interests of any substantial number of\nshareholders or of the petitioners.\n (c) In addition to all other disclosure requirements, the directors or\nthose in control of the corporation, no later than thirty days after the\nfiling of a petition hereunder, shall make available for inspection and\ncopying to the petitioners under reasonable working conditions the\ncorporate financial books and records for the three preceding years.\n (d) The court may order stock valuations be adjusted and may provide\nfor a surcharge upon the directors or those in control of the\ncorporation upon a finding of wilful or reckless dissipation or transfer\nof assets or corporate property without just or adequate compensation\ntherefor.\n