Can minority shareholders of a closely held corporation seek involuntary dissolution?

California, United States of America


The following excerpt is from Stuparich v.Harbor Furniture, 100 Cal.Rptr.2d 313 (Cal. App. 2000):

The second case is Bauer v. Bauer, supra, 46 Cal.App.4th 1106. In that case, minority shareholders of West Coast, a closely held corporation, sought involuntary dissolution. The minority shareholders went into business in direct competition with West Coast and had been ousted as employees of West Coast. Following trial, the court refused to grant dissolution. On appeal, the minority shareholders argued that dissolution was appropriate both under section 1800, subdivision (b)(4) (persistent fraud, mismanagement, abuse of authority or persistent unfairness toward shareholders) and subdivision (b)(5) (dissolution necessary to protect rights or interests of complaining shareholders).

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