Petitioning for judicial dissolution.

Practice point: BCL § 1104-a gives holders of 20% or more of the outstanding voting shares of a close corporation the right to petition for judicial dissolution as a remedy for illegal, fraudulent or oppressive conduct. However, pursuant to § 1118(a), the petition triggers the right of any other shareholder or shareholders or the corporation to elect to purchase the petioners' shares at their fair value.

Student note: This election, once made, is irrevocable.

Case: Ferolito v. Vultaggio, NY Slip Op 05707 (1st Dept. 2012).

Here is the decision.

Tomorrow’s issue: Making out a fraud claim.