Brent, Jon, and Kenzie owned Kenzie’s Lemonade Corp., which made and sold fruit drinks. Each owned one-third of the shares of the corporate stock, and each was a director. A disagreement arose over the direction of the business. Kenzie asked Brent and Jon to buy her shares, but they refused. They also denied her access to the company’s books and records, did not declare a dividend, and did not reelect her as a director.

Did Brent and Jon, as majority shareholders, breach their fiduciary duty to Kenzie? Yes. When a few shareholders acting together own a sufficient number of shares to exercise ______________ control over a corporation, they owe a ______________ duty to the minority shareholders. A breach of this duty occurs when the majority shareholders of a close corporation “freeze out”

the minority shareholder or shareholders, whom they exclude from the benefits of the firm. A minority shareholder’s remedy for this oppressive conduct is to sue for ______________.