In re the Dissolution of Gift Pax, Inc.

OPINION OF THE COURT

Vincent R. Balletta, J.

This is a special proceeding brought by the petitioner as a minority shareholder in the respondent corporations (hereinafter referred to collectively as Gift Pax) pursuant to section 1104-a of the Business Corporation Law. This section provides that a holder of 20% or more of the outstanding shares of a corporation may petition for dissolution on the following grounds:

“(1) The directors or those in control of the corporation have been guilty of illegal, fraudulent or oppressive actions toward the complaining shareholders;

*831“(2) The property or assets…