N.J.S.A. 14A:12-7(1)(c) provides that a court may take remedial action upon proof that the directors or those in control (of a corporation having less than twenty-five shareholders) have mismanaged the corporation, abused their authority as officers or directors, or acted oppressively or unfairly toward one or more minority shareholders in their capacities as shareholders, directors, officers, or employees. Bonavita v. Corbo, 300 N.J.Super. 179, 187 (Ch. Div. 1996) “The thrust of Subsection (1)(c) of the statute is protection from the abusive exercise of power,” which is “clear from the broad language referring to wrongful acts by either directors or “those in control” of the corporation, and the further reference to abuse of authority by “officers or directors.” Id. “The label worn” by those accused of oppression is not critical; rather, the inquiry is whether those accused of oppression had the power “to work their will on others” and to have done so improperly. Id


If you believe you are an oppressed minority shareholder and would like to discuss your situation in more detail, please contact me in my Lawrenceville, New Jersey office.