Merlino v. Fresno MacAroni Manufacturing Co.

The plaintiffs filed a complaint seeking the involuntary dissolution of the defendant corporation, based upon three of the grounds set forth in subdivision (B) of section 404 of the Civil Code. These grounds are that the holders of shares are so divided into factions that they cannot elect a new board of directors, that there is internal dissension and the two factions are so deadlocked that the business of the corporation cannot be conducted with advantage to its shareholders, and that the liquidation is reasonably necessary for the protection of the rights of the complaining stockholders.

The…