Harriet, Frederick, and Joseph have, for five years, run a small, but highly successful partnership. They decide to incorporate the business and a new company (HFJ LLC) is created and the business is transferred to the new company. Harriet, Frederick, and Joseph become directors and each take 300 shares in the company. A further 200 shares are issued and allotted to Camron, a local businessman. The Articles of HFJ LLC provide that (i) no director can be removed without his or her prior consent, (ii) each director is to receive a salary of $150,000 per year, and (iii) any shareholder who wishes to sell his shares must first offer them to the directors. After incorporation, the company was successful, but no dividends were paid as all the profits were ploughed back into the company, the directors drawing only their salaries of $150,000 each year. Six months ago, Joseph had an argument with Harriet and Frederick, over matters of business policy. After this argument, Harriet and Frederick made all the business decisions in advance and outvoted Joseph at all the directors' meetings. Joseph initially complained but has

now lost interest and ceased attending meetings. A month ago, Harriet, Frederick voted to remove Joseph as a director at a general meeting and to distribute the profits by increasing the directors' salaries to $300,000 per year. Discuss whether HFJ LLC has been run in a manner that is unfairly prejudicial, or whether any conduct has taken place that would justify winding down the company.