N.Y. Business Corporation Law § 1104-a: Petition for judicial dissolution under special circumstances

§ 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.