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Business Organizations Keyed to Chasalow, 3rd Ed.
Matter of Kemp & Beatley, Inc.
Citation:
64 N.Y.2d 63, 484 N.Y.S.2d 799, 473 N.E.2d 1173 (1984)Facts
Kemp & Beatley, Inc. was a close corporation with 1,500 outstanding shares held by eight shareholders. Petitioner Dissin worked for the company for 42 years, serving as vice-president and director before resigning in June 1979. He owned 200 shares. Petitioner Gardstein worked for the company for 35 years before his employment was terminated in December 1980. He owned 105 shares. Together, they held 20.33% of the company’s stock. The company had a long-standing policy of distributing corporate earnings to shareholders through “extra compensation bonuses” based on stock ownership. After petitioners left the company, this policy was changed so that distributions were allegedly based on “services rendered” rather than stock ownership, effectively eliminating any return on petitioners’ investment. In June 1981, petitioners filed for judicial dissolution, claiming the board’s conduct rendered their shares “virtually worthless.” The referee found that corporate management had indeed rendered petitioners’ shares worthless and that dissolution was the only way petitioners could expect any return on their investment.
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