PETER J. HORNE
A varied landscape exists for the treatment of aggrieved minority shareholders in closely-held corporations. The Model Business Corporation Act provides for standard language in defining shareholder oppression. However, three competing theories – upholding fiduciary duties, preserving reasonable expectations, and enforcing strict contract rights – have been employed across jurisdictions in order to resolve shareholder disputes. This article surveys and assesses these three approaches and concludes that a more narrow interpretation of shareholder oppression consistent with contract principles is the optimal solution. The applicable law in each jurisdiction on this issue is included in the Appendix.
