Author: Bolu Akin-OlugbadePublisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 464
Book Description
The Relationship Between Majority and Minority Shareholders in Close Corporations
Author: Bolu Akin-OlugbadePublisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 464
Book Description
Protecting Minority Shareholders in Close Corporations
Author: Abdulrahman Nabil AlsalehPublisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 223
Book Description
Closely Held Corporations
Author: Douglas K. MollPublisher:
ISBN: 9781663351272
Category :
Languages : en
Pages : 0
Book Description
Shareholder Protection in Close Corporations
Author: Alan K KohPublisher: Cambridge University Press
ISBN: 110875161X
Category : Law
Languages : en
Pages : 427
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.
Protection of Close Corporation Minority Shareholders in the United States
Author: Arthur R. PintoPublisher:
ISBN:
Category :
Languages : en
Pages : 27
Book Description
This paper discusses the problems and legal protections of minority shareholders in close corporations in the United States. Minority shareholders in their corporation may be concerned with having voice, access to information, some control, return and ability to exit. In addition, minority investors are often concerned that those in control will act opportunistically and take advantage of their control for personal benefit. It is important to understand how corporate law default rules deal with these issues and the extent to which the minority shareholders are protected while allowing those in control to exercise their power. While these issues can all be addressed by shareholders contracting for protection ex ante, those without contracts also have some legal protections ex post.
O'Neal and Thompson's Close Corporations and LLCs
Author: Forest Hodge O'NealPublisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 1170
Book Description
"Squeeze-outs" of Minority Shareholders
Author: Forest Hodge O'NealPublisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 758
Book Description
Close Corporations
Author: Russ WhiteselPublisher: Legislative Reference Bureau
ISBN:
Category : Close corporations
Languages : en
Pages : 48
Book Description
O'Neal and Thompson's Oppression of Minority Shareholders and LLC Members
Author: Forest Hodge O'NealPublisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 1056
Book Description
A Voice-Based Framework for Evaluating Claims of Minority Shareholder Oppression in the Close Corporation
Author: Benjamin MeansPublisher:
ISBN:
Category :
Languages : en
Pages : 50
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.