Michigan law defines “willfully unfair and oppressive conduct” as actions or a course of conduct that substantially interfere with the minority shareholder’s interests, including their reasonable expectations.
Importantly:
- It does not require illegal conduct
- It does not require bad language or open hostility
- It does focus on intent, impact, and fairness
Courts look at whether the conduct was deliberate and whether it unjustly harmed the minority shareholder, not whether the majority had a business excuse ready.
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