Plaintiffs Adler and Shaw, and defendant Svingos, each own an equal number of shares of the 891 First Ave. Corp. which operates a successful restaurant at that address. A basic certificate of incorporation was filed in November, 1978. On December 4, 1978, the parties executed a stockholders' agreement explicitly expressing their intention to run the business as a "closely held corporation." The agreement, provided, as relevant herein, that all corporate operations, including...
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