Shareholder Oppression, Corporate Litigation

Under Section 351.494, RSMo, a Court may dissolve a corporation where there is illegality, oppressive conduct, or fraudulent conduct. “Dissolution” — the termination and winding down of a corporation — is considered a drastic remedy. Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. App. E.D. 1992).

Shareholder must be proven by the complaining shareholder. It is determined on a case-by-case basis. Nonetheless, it generally arises in one of three situations: (1) burdensome, harsh, and wrongful conduct; (2) a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or (3) a visible departure from the standards of fair dealing and a violation of fair play on which every shareholder is entitled to rely when entrusting her money to a company. Robinson v. Langenbach, 439 S.W.3d 853, 856 (Mo. App. E.D. 2014).

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