Section 1104-A. Petition for judicial dissolution under special circumstances

(a)  The  holders of shares representing twenty percent or more of the
  votes  of  all  outstanding  shares  of  a  corporation,  other  than  a
  corporation registered as an investment company under an act of congress
  entitled "Investment Company Act of 1940", no shares of which are listed
  on   a   national   securities   exchange  or  regularly  quoted  in  an
  over-the-counter market by one or more  members  of  a  national  or  an
  affiliated  securities  association,  entitled to vote in an election of
  directors may present a petition of dissolution on one or  more  of  the
  following grounds:
    (1)  The  directors  or  those in control of the corporation have been
  guilty  of  illegal,  fraudulent  or  oppressive  actions   toward   the
  complaining shareholders;
    (2)  The  property  or  assets  of  the  corporation are being looted,
  wasted,  or  diverted  for  non-corporate  purposes  by  its  directors,
  officers or those in control of the corporation.
    (b)  The  court,  in  determining  whether to proceed with involuntary
  dissolution pursuant to this section, shall take into account:
    (1) Whether liquidation of the corporation is the only feasible  means
  whereby the petitioners may reasonably expect to obtain a fair return on
  their investment; and
    (2) Whether liquidation of the corporation is reasonably necessary for
  the  protection of the rights and interests of any substantial number of
  shareholders or of the petitioners.
    (c) In addition to all other disclosure requirements, the directors or
  those in control of the corporation, no later than thirty days after the
  filing of a petition hereunder, shall make available for inspection  and
  copying  to  the  petitioners  under  reasonable  working conditions the
  corporate financial books and records for the three preceding years.
    (d) The court may order stock valuations be adjusted and  may  provide
  for  a  surcharge  upon  the  directors  or  those  in  control  of  the
  corporation upon a finding of wilful or reckless dissipation or transfer
  of assets or corporate property without just  or  adequate  compensation
  therefor.