Reference no: EM131660738

Question: Duties of Majority Shareholders. Atlas Food Systems & Services, Inc., based in South Carolina, was a food vending service that provided refreshments to factories and other businesses. Atlas was a closely held corporation. John Kiriakides was a minority shareholder of Atlas. Alex Kiriakides was the majority shareholder. Throughout most of Atlas's history, Alex was the chair of the board, which included John as a director. In 1995, while John was the president of the firm, the board and shareholders decided to convert Atlas to an S corporation. A few months later, however, Alex, without calling a vote, decided that the firm would not convert. In 1996, a dispute arose over Atlas's contract to buy certain property. John and others decided not to buy it. Without consulting anyone, Alex elected to go through with the sale. Within a few days, Alex refused to allow John to stay on as president. Two months later, Atlas offered to buy John's interest in the firm for almost $2 million. John refused, believing the offer was too low. John filed a suit in a South Carolina state court against Atlas and Alex, seeking, among other things, to force a buyout of John's shares. On what basis might the court grant John's request? Discuss. [Kiriakides v. Atlas Food Systems & Services, Inc., 343 S.C. 587, 541 S.E.2d 257 (2001)]