Question: Graham and Black were each 50 percent shareholders of a
Graham and Black were each 50 percent shareholders of a building supply business. When Graham filed a petition to dissolve the corporation under RMBCA §14.30, the court appointed a custodian with full powers to run the corporation's day-to-day operations. Subsequently, the court concluded that Black and Graham functioned as directors, they were deadlocked within the meaning of RMBCA §14.30(2)(1), and adequate grounds existed to dissolve the corporation because of the lack of cooperation between Black and Graham and its probable irreparable harm to the business. The court entered an order directing that within one week of receiving an expected appraisal, each would submit a sealed bid in writing for the other's stock. The custodian was to accept the high bid, and the purchaser was to immediately tender the purchase price. In the event that neither stockholder made a bona fide offer, the custodian would be redesignated the receiver and proceed to dissolve the corporation (RMBCA §14.32 [c]-[e]). The sale was unsuccessful, and by subsequent order, the court converted the custodianship into a receivership, directing that the receiver wind up and liquidate the business affairs of the corporation. Black did not believe that the successful business should be liquidated, and he directed his attorney to appeal. Decide. [Black v. Graham, 464 S.E.2d 814 (Ga.)]
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