Practice point: In determining whether, under section 1104-a of the Business Corporation Law, the dissolution is warranted, a court must consider (1) whether liquidation is the only feasible means whereby the petitioner may reasonably expect to obtain a fair return on the petitioner's investment, and (2) whether liquidation is reasonably necessary for the protection of the rights and interests of the petitioner or a substantial number of shareholders. The court has discretion to deny the petition on a showing of shareholder oppression, provided the respondent shows that there is an adequate, alternative remedy, such as a buy-out, that would provide a fair return on the corporate investment.
Campbell v. McCall's Bronxwood Funeral Home, Inc., NY Slip Op 00182 (1st Dep't January 10, 2019)
Here is the decision.
