This paper will analyze the use of the oppression action by minority shareholders in close corporations
, minority shareholders in public corporations, debtholders, lenders, trade creditors, contract counterparties, involuntary creditors, employees, and the corporation itself.
The "reasonable expectations" rubric has lessons outside the close corporation
liability for the close corporation
's debts and other valid legal
Moll, Shareholder Oppression and "Fair Value" Of Discounts, Dates, and Dastardly Deeds in the Close Corporation
, 54 DUKE L.J.
If the failure of the minority owners to plan for dissension was due to problems with the close corporation
structure itself e.g., if contracting around the majority role norm was prohibited under corporate law the freedom of contract provided by LLC statutes would arguably diminish the need for a judicial oppression doctrine....
(11.) See Hagshenas at 69, 557 NE2d at 322 ("We believe that, though [the corporation] was not organized or registered as a close corporation
under the Close Corporation
Act, for all practical purposes it acted as a close corporation
This document explores the requirements for enforcement of shareholders' agreements in the context of the close corporation
. Chapter II will present a basic approach to the internal affairs doctrine and the concept of close corporation
In order to form as a statutory close corporation
, the entity may not have more than a specified number of shareholders as mandated by the state.
Indeed, Delaware, like most states, has a specialized close corporation
By requiring that the plaintiff prove the stricter test of complete dominance, the court has effectively precluded the tolling of the statute of limitations in close corporation
In the application Pan Fish underlines its commitment to create a close corporation
with Norwegian research and authorities to create a long-term positive development when it comes to the industry development, value creation and impact on job creation.
(15) The court agreed with the minority stockholder and, noting the distinguishing characteristics of closely held corporations, held that the stockholders in a close corporation
owed each other the same fiduciary duty as is owed by one partner to another in a partnership.