Brenner v. Berkowitz

The opinion of the Court was delivered by

GARIBALDI, J.

This appeal concerns the interpretation of two provisions of N.J.S.A. 14A:12-7. Specifically, we address the rights and remedies of a minority shareholder in a close corporation who claims fraud, illegality, mismanagement, and oppression by the majority shareholders in violation of N.J.S.A. 14A:12-7(l)(c), and the requirements for a court-ordered buy-out of a shareholder’s interest in a corporation under N.J.S.A. 14A:12-7(8).

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In 1973, Irving Resnick invested $144,000 to form Arbee Associates, Inc., (Arbee), a company that sells wholesale…