Why Controlling Shareholders Are Not Fiduciaries

Conflicts among shareholders are pervasive, whether rooted in personal animosity or differences of opinion on business matters. They arise in private and public corporations operating in all sectors of the economy. And in some cases, the conflicts are so large that they lead to significant economic waste with spillover effects on parties other than the shareholders in conflict.

How does, and how should, the law approach problems of shareholder conflict, where conflicts implicate shareholders’ use – or alleged abuse – of their rights and powers? And what does, or might, the law’s response to these problems imply about what shareholders … Read more