Minority shareholder protections United States corporate law

ivanhoe partners v newmont mining corp., 535 a.2d 1334 (del. 1987) shareholder owning on 50% of shares controlling shareholder; actual control may present through other mechanisms
citron v fairchild camera & instrument corp., 569 a.2d 53, 70 (del. 1989) non controlling shareholders not owe duties minority shareholders , may vote shares personal gain without concern
in re cysive, inc. shareholders litigation 836 a.2d 531 (del. 2003) nelson carbonell owned 35% of cysive, inc., publicly traded company. associates holdings , options buy more stock, however, meant controlled around 40% of votes. chancellor held without having attract much, if any, support public stockholders carbonell control company. since 100% turn-out unlikely in contested election , 40% block potent in view of reality.
kahn v lynch communications systems, inc. 638 a.2d 1110 (del. 1994) alcatel held 43% of shares in lynch. 1 of nominees on board told others, must listen us. 43% owner. have tell you. delaware supreme court held alcatel did in fact dominate lynch.
perlman v feldmann, 219 f.2d 173 (2d cir 1955), certiorari denied, 349 952 (1955) held foreseeable takeover bidder wished divert corporate advantage itself, , selling shareholders required pay premium received corporation
jones v h.f. ahmanson & co. 1 cal.3d 93, 460 p.2d 464 (1969) holders of 85% of comm shares in savings , loan association, exchanged shares shares of new corporation , began sell public, meaning minority holding 15% had no market sale of shares. held, breach of fiduciary duty minority: majority shareholders... have fiduciary responsibility minority , corporation use ability control corporation in fair, just, , equitable manner.
new york business corporation law section 1104-a, holders of 20 per cent of voting shares of non-public corporation may request corporation wound on grounds of oppression.
ny bus corp law §1118 , alaska plastics, inc. v. coppock, 621 p.2d 270 (1980) minority can sue bought out @ fair value, determined arbitration or court.
donahue v rodd electrotype co of new england 367 mass 578 (1975) majority shareholders cannot authorise share purchase 1 shareholder when same opportunity not offered minority.
in re judicial dissolution of kemp & beatley, inc 64 ny 2d 63 (1984) under , equitable winding provision, (equivalent ia 1986 s 212(1)(g), construed less drastic remedies available court before winding up, , oppression said mean ‘conduct substantially defeats ‘reasonable expectations’ held minority shareholders in committing capital particular enterprise. shareholder reasonably expected ownership in corporation entitle him or job, share of corporate earnings, place in corporate management, or other form of security, oppressed in real sense when others in corporation seek defeat expectations , there exists no effective means of salvaging investment.’
meiselman v meiselman 309 nc 279 (1983) shareholder’s ‘reasonable expectations’ determined looking @ whole history of participants’ relationship. ‘that history include ‘reasonable expectations’ created @ inception of participants’ relationship; ‘reasonable expectations’ altered on time; , ‘reasonable expectations’ develop participants engage in course of dealing in conducting affairs of corporation.’