Muellenberg v. Bikon Corp.

The opinion of the Court was delivered by

O’HERN, Justice.

This appeal concerns a court’s authority to order shareholders representing a majority of corporate ownership to sell their shares to a minority shareholder whose rights had been oppressed by the majority. We find that the provisions of the New Jersey Corporation Business Act, N.J.S.A 14A:12-7(l)(c) and 14A:12-7(8), do, in rare circumstances, authorize a buy-out of the majority. Because unfolding events in this case have confirmed the judgment of the Chancery Division that the parties would be unable to cooperate in the joint management…