Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the corporation’s outstanding 1,500 shares of stock. Petitioners Dissin and Gardstein together owned 20.33 percent of the stock, and each had been a longtime employee of the Kemp & Beatley had a longstanding practice of awarding compensation bonuses based upon stock ownership. However, when the policy was changed in 2011 to compensation based on service to the not on stock ownership, Dissin resigned. Gardstein was terminated in 2012. They commenced suit in 2013, seeking involuntary dissolution of the and alleging that the corporation’s board of directors had acted in a “fraudulent and oppressive” manner toward them, rendering their stock virtually worthless and frustrating their “reasonable expectations” regarding this business venture. What result? Explain.
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