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This article will focus upon the addition to the arsenal of minority shareholders' rights evidenced by sections 1104-a and 1118 of the BCL and their unique application in Topper. Section I examines the law of involuntary dissolution as applied to minority shareholders in New York close corporations prior to the adoption of sections 1104-a and 1118. Section II undertakes an analysis of the recently enacted statutes and the reasonable expectations test enunciated in Topper. Section III considers the potential shortcomings of the statutory provisions and suggests provisions which may alleviate several of the problems relating to this area.



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