351.850. Court action to protect shareholders.
Court action to protect shareholders.
351.850. 1. Subject to satisfying the conditions ofsubsections 3 and 4 of this section, a shareholder of astatutory close corporation may petition the circuit court forany of the relief described in section 351.855, 351.860 or351.865 if:
(1) The directors or those in control of the corporationhave acted, are acting, or will act in a manner that is illegal,oppressive, fraudulent, or unfairly prejudicial to thepetitioner, whether in his capacity as shareholder, director, orofficer, of the corporation;
(2) The directors or those in control of the corporationare deadlocked in the management of the corporation's affairs,the shareholders are unable to break the deadlock, and thecorporation is suffering or will suffer irreparable injury orthe business and affairs of the corporation can no longer beconducted to the advantage of the shareholders generally becauseof the deadlock; or
(3) There exists one or more grounds for judicialdissolution of the corporation under section 351.494.
2. A shareholder shall commence a proceeding undersubsection 1 of this section in the circuit court of the countywhere the corporation's principal office, or, if none in thisstate, its registered office, is located. The jurisdiction ofthe court in which the proceeding is commenced is plenary andexclusive.
3. If a shareholder has agreed in writing to pursue anonjudicial remedy to resolve disputed matters, he may notcommence a proceeding under this section with respect to thematters until he has exhausted the nonjudicial remedy.
4. If a shareholder has dissenters' rights under sections351.750 to 351.865 or sections 351.870 to 351.930 with respectto proposed corporate action, he shall commence a proceedingunder this section before he is required to give notice of hisintent to demand payment under section 351.890 or to demandpayment under section 351.900 or the proceeding is barred.
5. Except as provided in subsections 3 and 4 of thissection, a shareholder's right to commence a proceeding underthis section and the remedies available under sections 351.855to 351.865 are in addition to any other right or remedy he mayhave.
(L. 1990 H.B. 1432)