This section contains the nature of the case and procedural background.

Michael (P) and Ira (D) were brothers who got 30 and 70 percent of the stock in several family corporations as gifts from their deceased father. Both brothers were employed by the corporations until D fired P when P had sued D over a corporate action that excluded P from meaningful participation in the corporation's management. P sued for dissolution or a buy out of his interests. The trial court denied relief. The corporations that were being dealt with were close corporations.

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