All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes...

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All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott, Leo’s uncle, is one of the company’s two directors and is president of the corporation. Scott is the general manager. Scott’s father and Leo’s grandfather, Felix, is the other director. Over the years, Scott and Leo have had differences of opinion regarding the operation of the business. Nevertheless, despite their deteriorating relationship, the company has flourished. When negotiations aimed at Leo’s redemption of Scott’s shares began, however, the parties could not reach an agreement. The discussion then turned to voluntary dissolution and liquidation of the corporation, but still no agreement could be reached. Finally, Leo fired Scott and began to wind down All Steel’s business and to form a new corporation, Callier Steel Pipe and Tube. Leo then brought an action seeking a dissolution and liquidation of All Steel. Should the court order dissolution? Explain.

David · Accepted Answer

Question: All Steel Pipe and Tube is a closely held corporation engaged in the business of 
selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott, Leo’s 
uncle, is one of the company’s two directors and is president of the corporation. Scott is the 
general manager. Scott’s father and Leo’s grandfather, Felix, is the other director. Over the 
years, Scott and Leo have had differences of opinion regarding the operation of the business. 
Nevertheless, despite their deteriorating relationship, the company has flourished. When 
negotiations aimed at Leo’s redemption of Scott’s shares began, however, the parties could not 
reach an agreement. The discussion then turned to voluntary dissolution and liquidation of the 
corporation, but still no agreement could be reached. Finally,

All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott, Leo’s uncle, is one of the...

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