Minority Shareholder Rights
Shareholder Oppression Resource Center

Welcome to Our Comprehensive Resource on Minority Shareholder Rights

Thank you for visiting the most comprehensive free information resource on the Internet regarding minority shareholder rights law.  We have compiled hundreds of pages of informative articles on all aspects of the law governing closely-held businesses and the rights of minority owners.

Texas Business Organizations Law

1. Selecting a Business Type
2. Form a Corporation
3. Texas Business Law

1. Corporate Abuse of Power
   1. Closely-Held Corporation
   2. Problem of Oppression
   1. Former Shareholder Oppression Doctrine
      1. Shareholder Oppression Cause of Action
         1. What Constituted Oppressive Conduct
            1. Davis v. Sheerin
            2. Willis v. Bydalek
            3. Willis v. Donnelly
            4. Boehringer v. Konkel
         2. Proving Oppressive Conduct
         3. Shareholder Oppression Remedies
         4. Defending Shareholder Oppression
      2. Ritchie v. Rupe
         1. Ritchie: Fact Finding
         2. Ritchie: Nature of Reasonable Expectations
         3. Ritchie: Business Judgment Rule
         4. Ritchie: Transferability of Shares
      3. Implications of Ritchie
   2. Shareholder Agreement
      1. Agreements to Prevent Oppression
      2. Buy-Sell Agreements and Oppression
      3. Bylaws Template
      4. Wrongful Termination
      5. Voting Agreements
      6. Transfer Restrictions
   3. Minority Shareholder Rights
      1. Information Rights
         1. Shareholder Right to Inspect
         2. Scope of Inspection
         3. Exercising Inspection Rights
         4. Director's Inspection Rights
         5. Enforcing Inspection Rights 
         6. Mandamus Procedure
         7. Inspecting Foreign Corporations
         8. Shareholder Accounting Remedy
      2. Voting Rights
      3. Right to Share Profits
      4. Transferability Rights
      5. Fiduciary Duty to Shareholders
         1. Yeaman: Corporate Trustee Duties
         2. Duty to Recognize
         3. Duty of Impartiality
         4. Duty to Account
   4. Individual Shareholder Claims
      1. Cates v. Sparkman
      2. Stinnett v. Paramount
      3. Ultra Vires Rule
         1. Ultra Vires Claim
         2. Ultra Vires Remedy
      4. Dilution Claims
         1. Preemptive Rights
      5. Breach of Confidential Relationship
   5. Breach of Trust Cause of Action
      1. Breach of Trust Elements
      2. Breach of Trust Remedies
         1. Duncan v. Lichtenberger
         2. Gage v Rosenbaum
   6. Defense of Fairness
   7. Breach of Trust Business Judgment Rule
   8. Liability of Majority Shareholders for Breach of Trust
   9. Breach of Trust Statute of Limitations
2. Conversion
   1. Tort of Stock Conversion
   2. Proof of Ownership
   3. Dominion and Control
      1. Cancellation
      2. Refusal to Transfer
      3. Denial of Ownership
      4. Breach of Agreement to Transfer
      5. Fraudulent Transfer
      6. Interference with Transferability
   4. Oppression as Stock Conversion
      1. Defense of Good Faith
   5. Remedies for Stock Conversion
   6. Majority Shareholder Liability
   7. Business Judgment Rule in Conversion
   8. Statute of Limitations in Conversion
3. Dividend Claims
   1. Suppression of Dividends
      1. Sub-S Tax Distributions
      2. Patton v Nicholas
      3. Morrison v St. Anthony Hotel
      4. Argo Data Res Corp v Shagrithaya
   2. Policy of No Dividends
   3. Constructive Dividends
   4. Statute of Limitations on Dividend Claims
4. Fraud on Shareholders
   1. Repurchase Fraud
   2. Majority Shareholder Fraud
   3. Fraud Limitations
5. The Derivative Lawsuit
   1. Direct vs. Derivative
   2. Officer and Director Fiduciary Duties
      1. Usurpation of Corporate Opportunities
      2. Excessive Compensation
   3. Derivative Actions in Closely Held Companies
   4. Effect of Freeze-Out Merger
   5. Derivative Statute of Limitations
6. Ethical Traps for the Company Lawyer
   1. Authority to Retain Corporate Lawyers

Texas LLC Law

1. Texas LLCs
2. LLC Member Oppression
3. LLC Oppression Remedies

50-State Survey of Shareholder Law

Finally, we present our survey of shareholder rights law from all fifty states, including rights of inspection, derivative claims, and the shareholder oppression cause of action.

Shareholder Oppression Blog

We supplement this website by regularly publishing shorter articles on the Shareholder Oppression Blog. These blog posts deal with all aspects of minority shareholder rights and legal remedies, updates and breaking developments, and litigation tactics in shareholder rights cases.

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We hope you benefit from this discussion of minority shareholder rights law.

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