Closely Held Corporations PDF Download

Author: Douglas K. Moll
Publisher:
ISBN: 9781663351272
Category :
Languages : en
Pages : 0

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Book Description

Author: Benjamin Means
Publisher:
ISBN:
Category :
Languages : en
Pages : 50

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Book Description
Ordinary principles of corporate governance leave minority shareholders in close corporations vulnerable to oppression: majority shareholders have broad discretion to make employment, dividend, and other business decisions that may disadvantage the minority. Unlike shareholders in public corporations, minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. There is, by definition, no secondary trading market for close corporation stock. Because minority shareholder oppression is made possible by the normal features of the close corporation, courts face the difficult task of adjusting the relationship of shareholders to remedy oppression without thereby undermining the reasons investors have for choosing the close corporation form in the first place.This Article contends that voice offers an under-appreciated alternative mechanism to exit for protecting minority shareholder interests. For reasons analogous to those offered in favor of deliberation in the public sphere, enhanced minority participation in close corporation governance would improve the quality and the perceived legitimacy of decision-making. Also, minority shareholders often expect to have a role in the management of the business and ought to be encouraged to assume that responsibility.To create greater incentives for voice and to guide the adjudication of claims of minority shareholder oppression, courts should: (1) recognize (and embrace) the principle that the appropriate level of judicial scrutiny may vary from case to case; and (2) use the presence or absence of minority shareholder participation in governance to determine the proper level of scrutiny. Close corporations would then have reason to adopt inclusive governance models in order to benefit from more deferential judicial review, and enhanced minority shareholder voice would improve the parties' ability to resolve disputes without the need for judicial intervention. When litigation cannot be avoided, flexible judicial scrutiny would improve upon existing approaches to shareholder oppression, allocating pleading or production burdens to the party best able to meet them.

Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 758

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Author: Alexis Wochenmarkt
Publisher:
ISBN:
Category :
Languages : en
Pages : 266

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Book Description

Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 1056

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Book Description

Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 806

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Book Description

Author: Marcella Machado Carneiro
Publisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 100

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Book Description

Author: Alan K Koh
Publisher: Cambridge University Press
ISBN: 110875161X
Category : Law
Languages : en
Pages : 427

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Book Description
Close corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.

Author: Abdulrahman Nabil Alsaleh
Publisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 223

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Book Description

Author: Douglas K. Moll
Publisher:
ISBN:
Category :
Languages : en
Pages : 62

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Book Description
In Gruenberg v. Goldmine Plantation, Inc., the Louisiana Court of Appeal noted that “[o]ur substantive law...offers no remedy for the minority shareholder with substantial holdings who is out of control and trapped in a close[] corporation.” Such an observation can be explained, at least in part, by the lack of a “shareholder oppression” doctrine in Louisiana -- a doctrine designed to protect minority shareholders in closely held corporations from the improper exercise of majority control. Times, however, have changed. With the passage of the new Louisiana Business Corporation Act (LBCA), Louisiana becomes the fortieth state in the country to provide statutory relief for oppressive conduct. Effective January 1, 2015, minority shareholders in Louisiana closely held corporations who are unjustifiably denied their participatory and financial rights can seek an escape from their “trapped” status by compelling the corporation to purchase their shares. This article examines the oppression provisions of the new LBCA. The provisions reflect a great deal of thought and wisely incorporate many of the developments in oppression law over the past few decades. Moreover, the provisions unquestionably improve the rights of minority owners in Louisiana closely held corporations. While this article is not intended to provide an exhaustive treatment, it does seek to present a summary of the provisions and to call attention to some of the more noteworthy language. Part II discusses the nature of the closely held corporation and explains the national development of the doctrine of shareholder oppression. Part III provides an overview of the LBCA's oppression scheme and an analysis of selected liability and remedy provisions of the statute.