Clark v. Rael & Letson CA1/4
Plaintiff Michael Clark is a minority shareholder in defendant Rael & Letson (R&L, or the company), and was formerly its chief executive officer. He alleges R&L wrongfully issued new shares in order to dilute his interest in the company and prevent him from voting himself onto the board of directors, and that he receives no benefit from his stock because R&L has not declared any dividends since terminating his employment. As a remedy for these alleged wrongs, he seeks to have R&L involuntarily dissolved.
The trial court sustained R&L’s demurrer without leave to amend on the ground Clark did not allege facts warranting dissolution as a remedy. In his appeal from the ensuing judgment, Clark argues he alleged facts showing grounds for involuntary dissolution and that the trial court erred in concluding, without trial, that the remedy of dissolution was too drastic. We shall affirm the judgment.
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