New York Court of Appeals
In the Matter of the Judicial Dissolution of Kemp & Beatley, Inc. Seymour Gardstein, Respondents; Kemp &…
November 29, 198464 N.Y.2d 63
Summary
The New York Court of Appeals affirmed the lower courts' order dissolving Kemp & Beatley, Inc. after finding that the majority shareholders' alteration of a dividend policy constituted oppressive actions under §1104-a of the Business Corporation Law. The court held that dissolution was not an abuse of discretion because liquidation was the only realistic way for the petitioning minority shareholders to obtain a fair return.