Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the

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Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the corporation’s outstanding 1,500 shares of stock. Petitioners Dissin and Gardstein together owned 20.33 percent of the stock, and each had been a longtime employee of the corporation. Kemp & Beatley had a long-standing practice of awarding compensation bonuses based upon stock ownership. However, when the policy was changed in 2008 to compensation based on service to the corporation, not on stock ownership, Dissin resigned. Gardstein was terminated in 2009. They commenced suit in 2010, seeking involuntary dissolution of the corporation and alleging that the corporation’s board of directors had acted in a ‘‘fraudulent and oppressive’’ manner toward them, rendering their stock virtually worthless and frustrating their ‘‘reasonable expectations’’ regarding this business venture. What result?

Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Smith and Roberson Business Law

ISBN: 978-0538473637

15th Edition

Authors: Richard A. Mann, Barry S. Roberts

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