Matter of Piekos

2 Citing cases

  1. Piazza v. Gioia

    2016 N.Y. Slip Op. 31430 (N.Y. Sup. Ct. 2016)   Cited 1 times

    The crucial distinction between these two types of proceedings is that dissolution may be sought under Business Corporation Law § 1104 where there is corporate deadlock, whereas Business Corporation Law § 1104-a "was adopted in order to provide a remedy to minority shareholders who have suffered abuse at the hands of the majority and lacked a means for salvaging the value of their investment." It has been observed that it is particularly important that there be specific words to explicitly spell out that the buyout will be triggered by the commencement of a Business Corporation Law § 1104-a proceeding since "in cases involving oppressive conduct or corporate waste or looting . . . the minority [shareholder] may be deterred from seeking judicial redress by the prospect that the mere act of seeking relief from a court will mandate that the minority [shareholder] sell out at a heavily discounted price" (Matter of Piekos, 28 Misc 3d 1220[A], 2010 NY Slip Op 51408[U], * 19-20 [Sup Ct, Westchester County 2010]).

  2. Radburn v. Singh

    2014 N.Y. Slip Op. 33724 (N.Y. Sup. Ct. 2014)

    Section 1104-a permits a minority shareholder to seek dissolution upon a showing that those in control have been guilty of illegal, fraudulent or oppressive actions towards to the complainants or that the property or assets of the corporation are being looted, wasted or diverted for non-corporate purposes by those in control. But the Legislature also provided a defensive mechanism for the other shareholders and the corporation, giving them, in Section 1118, the absolute right to avoid the dissolution and any possibility of liquidation by electing to purchase the petitioner's shares at "fair value" (Matter of Piekos, 28 Misc3d 1220(A) [Sup Ct New York 2010] [citations omitted]).According to the Court of Appeals: