holding that although New York corporate statute provided an exception from the appraisal remedy for unlawful or fraudulent corporate action, "[a]n action for damages alone will not lie, since this would allow a dissenting shareholder, by merely alleging fraudulent or unlawful corporate conduct, to seek therein the identical relief available to him in appraisal proceedings"

adopting dissenting opinion of Mangano, J., at the Appellate Division as Court of Appeals opinion

adopting dissenting opinion of Mangano, J.

adopting the dissenting opinion of Mangano, J. at the Appellate Division as Court of Appeals opinion

limiting dissenting shareholder's right to seek relief outside of appraisal when there is an "identical relief available to him in appraisal proceedings"

In Schloss Assocs. v. Arkwin Indus. (61 N.Y.2d 700, revg on dissenting opn of Justice Mangano 90 A.D.2d 149 [2d Dept. 1982]), that Justice wrote that "the discharge of the majority's fiduciary duty to the minority can be weighed in determining fair value" of a dissenting shareholder's shares in an appraisal proceeding and that "[c]onsequently, an action for damages by a minority shareholder based on the fraudulent or illegal corporate conduct of the majority in discharging its fiduciary duty would be unnecessarily duplicative" (90 A.D.2d, at 161).