Pennsylvania law allows oppressed shareholders to seek equitable relief.  In Baron v. Pritzker, 2001 Pa. Dist. & Cnty. Dec. LEXIS 447 (Pa. 2001), a 50% shareholder alleged that the Defendant, also a 50% shareholder oppressed the Plaintiff by: freezing Plaintiff out of the company; cutting  Plaintiff’s compensation; refusing to provide Plaintiff with financial information relating to the corporation; increasing the Defendant’s compensation; and using company funds for personal reasons.  The Plaintiff filed his action in equity seeking to enjoin the Defendant from awarding himself excessive compensation and seeking an Order requiring the Defendant to buy Plaintiff’s shares for "fair value."  The Baron Court found that other Pennsylvania Courts awarded equitable relief when oppression was demonstrated.  See Orchard v. Covelli, 590 F.Supp. 1548, 1560 (W.D. Pa. 1984), aff’d, 802 F.2d 448 (3rd Cir. 1986).  Moreover, the Baron Court looked to and applied the remedies available under New Jersey law when oppression is shown. With regard to the same, the Court found that it could dissolve the corporation, Order the corporation to purchase the Plaintiff’s stock or Order the Defendant himself to purchase the Plaintiff’s stock. Moreover, the Baron Court found that it could enter an injunction geared towards stopping oppressive acts, order an accounting, and/or appoint a receiver. Although the Baron Court found that it had the power to provide equitable relief, it had to review the particular facts and circumstances of each case before granting such relief. 
Scott Unger is a Shareholder in Stark & Stark’s Lawrenceville, New Jersey office concentrating in Shareholder & Partner Dispute Litigation. For questions, or additional information, please contact Mr. Unger.