Just as it would be unfair to preclude a plaintiff shareholder from pursuing a derivative action, alleging corporate waste and diversion of corporate assets for non-corporate purposes, by staying such action while permitting the alleged wrongdoers in control of the corporation to use the election available to them pursuant to Business Corporation Law § 1118 to purchase all of the shareholder's shares at fair value, thereby divesting the shareholder of standing, such derivative or non-dissolution claims should likewise be no impediment to defendants exercising their statutory buy-out option. Both the non-dissolution claims and the valuation proceeding are inextricably intertwined and should, as conceded by defendants in their reply brief, proceed in tandem before the same court where resolution of the non-dissolution claims may affect defendants' rights under section 1118 (b), including, inter alia, the "fair value" to be determined ( see, Slade v. Endervelt, 174 A.D.2d 389; see also, Matter of Cristo Bros., 64 N.Y.2d 975).
We have considered defendants-appellants' other point and find it unpersuasive.
Concur — Rosenberger, J.P., Wallach, Rubin, Kupferman and Mazzarelli, JJ.