Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the corporation’s outstanding one thousand five hundred shares of stock. 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 2016 to compensation based on service to the corporation, not on stock ownership, Dissin resigned. The company terminated Gardstein’s employment in 2017. Dissin and Gardstein brought a suit in 2018, 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? Explain.