§ 17-17-140 — Court action to protect shareholders

(a) Subject to satisfying the conditions of subsections
(c) and (d) of this section, a shareholder of a statutory close
corporation may petition the district court for any of the
relief described in W.S. 17-17-141 through 17-17-143 if:
(i) The directors or those in control of the
corporation have acted, are acting, or will act in a manner that
is illegal, oppressive, fraudulent or unfairly prejudicial to
the petitioner, whether in his capacity as shareholder, director
or officer of the corporation;
(ii) The directors or those in control of the
corporation are deadlocked in the management of the
corporation's affairs, the shareholders are unable to break the
deadlock, and the corporation is suffering or will suffer
irreparable injury or the business and affairs of the
corporation can no longer be conducted to the advantage of the
shareholders generally because of the deadlock; or
(iii) There exists one (1) or more grounds for
judicial dissolution of the corporation under W.S. 17-16-1430.
(b) A shareholder must commence a proceeding under
subsection (a) of this section in the district court of the
county where the corporation's principal office, or, if none in
this state, its registered office, is located. The jurisdiction
of the court in which the proceeding is commenced is plenary and
exclusive.
(c) If a shareholder has agreed in writing to pursue a
nonjudicial remedy to resolve disputed matters, he may not
commence a proceeding under this section with respect to the
matters until he has exhausted the nonjudicial remedy.
(d) If a shareholder has dissenters' rights under this
chapter or W.S. 17-16-1301 through 17-16-1331 with respect to
proposed corporate action, he must commence a proceeding under
this section before he is required to give notice of his intent
to demand payment under W.S. 17-16-1321 or to demand payment
under W.S. 17-16-1323 or the proceeding is barred.
(e) Except as provided in subsections (c) and (d) of this
section, a shareholder's right to commence a proceeding under
this section and the remedies available under W.S. 17-17-141
through 17-17-143 are in addition to any other right or remedy
he may have.