A corporation may be judicially dissolved in a proceeding brought by a shareholder if it is established that: “The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.” Section 7-114-301(2)(b).

[B]urdensome, harsh and wrongful conduct; a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members; or a . . . departure from the standards of fair dealing, and a violation of fair play on which every shareholder who entrusts his money to a company is entitled to rely. Jorgensen v. Water Works, Inc., 218 Wis.2d 761, 783, 582 N.W.2d 98, 107 (Wis. App. 1998)(gathering cases).

This definition includes consideration of the reasonable expectations of minority shareholders. Jorgensen v. Water Works, Inc., supra. See In re Kemp & Beatley, Inc., 64 N.Y.2d 63, 73, 473 N.E.2d 1173, 1179, 484 N.Y.S.2d 799, 805 (1984) (“Oppression should be deemed to arise only when the majority conduct substantially defeats expectations that, objectively viewed, were both reasonable under the circumstances and were central to the [plaintiff's] decision to join the venture.”).

The definition of oppressive conduct is intended to be broad and flexible. In the context of a close corporation, oppressive conduct of those in control is closely related to breach of the fiduciary duty owed to minority shareholders. Jorgensen v. Water Works, Inc., supra.

Polk v. Land, 5 P.3d 402 (Colo.App. 2000).

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