180.1430 Grounds for judicial dissolution. The circuit court for the county where the corporation's principal office or, if none in this state, its registered office is or was last located may dissolve a corporation in a proceeding:

(1) By the attorney general, if any of the following is established:

(a) That the corporation obtained its articles of incorporation through fraud.

(b) That the corporation has continued to exceed or abuse the authority conferred upon it by law.

(2) By a shareholder, if any of the following is established:

(a) That the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally.

(b) That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.

(c) That the shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election and, if necessary, qualification of their successors.

(d) That the corporate assets are being misapplied or wasted.

(3) By a creditor, if any of the following is established:

(a) That the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent.

(b) That the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(4) By the corporation, to have its voluntary dissolution continued under court supervision.

(5) Under s. 946.87.

History: 1989 a. 303, 359; 1991 a. 16.

As used in sub. (2) (b), “oppressive conduct" means: 1) burdensome, harsh, and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or 2) a visual departure from the standards of fair dealing, and a violation of fair play to which every shareholder who entrusts money to the company is entitled to rely. Jorgensen v. Water Works, Inc. 218 Wis. 2d 761, 582 N.W.2d 98 (Ct. App. 1998), 97-1729.

To bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73, 242 Wis. 2d 278, 626 N.W.2d 302, 99-0838.

Lights On: Litigating Shareholder Disputes. Nickels & Lynch. Wis. Law. June 2014.