§ 1104-A. Petition for judicial dissolution under special circumstances.
325 words·~1 min read·
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§ 1104-a. Petition for judicial dissolution under special circumstances.
(a)The holders of shares representing twenty percent or more of the
votes of all outstanding shares of a corporation, other than a
corporation registered as an investment company under an act of congress
entitled "Investment Company Act of 1940", no shares of which are listed
on a national securities exchange or regularly quoted in an
over-the-counter market by one or more members of a national or an
affiliated securities association, entitled to vote in an election of
directors may present a petition of dissolution on one or more of the
following grounds:
(1)The directors or those in control of the corporation have been
guilty of illegal, fraudulent or oppressive actions toward the
complaining shareholders;
(2)The property or assets of the corporation are being looted,
wasted, or diverted for non-corporate purposes by its directors,
officers or those in control of the corporation.
(b)The court, in determining whether to proceed with involuntary
dissolution pursuant to this section, shall take into account:
(1)Whether liquidation of the corporation is the only feasible means
whereby the petitioners may reasonably expect to obtain a fair return on
their investment; and
(2)Whether liquidation of the corporation is reasonably necessary for
the protection of the rights and interests of any substantial number of
shareholders or of the petitioners.
(c)In addition to all other disclosure requirements, the directors or
those in control of the corporation, no later than thirty days after the
filing of a petition hereunder, shall make available for inspection and
copying to the petitioners under reasonable working conditions the
corporate financial books and records for the three preceding years.
(d)The court may order stock valuations be adjusted and may provide
for a surcharge upon the directors or those in control of the
corporation upon a finding of wilful or reckless dissipation or transfer
of assets or corporate property without just or adequate compensation
therefor.