NOTE: OPPRESSED SHAREHOLDERS IN CLOSE CORPORATIONS: A MARKET-ORIENTED STATUTORY REMEDY * Skip over navigation
LexisNexis® Browse Law Reviews and Treatises
Skip over navigation
Sign in with your lexis.com® ID to access the full text of this article.
-OR-
Order the full text of this article if you do not have a lexis.com® ID.
 
Price: 
US $22.00 (+ tax)
 
 

Copyright (c) Yeshiva University 1994.
Cardozo Law Review

NOTE: OPPRESSED SHAREHOLDERS IN CLOSE CORPORATIONS: A MARKET-ORIENTED STATUTORY REMEDY *



* The author sincerely thanks Prof. Lawrence A. Cunningham and Mr. Adrian M. Unger for their advice and encouragement during the preparation of this Note. The author also expresses his gratitude to Nathan and the late Irma Chernichaw, of Pied Piper Ice Cream, Inc., and Bernard Papernik of New York Flank Co., whose businesses provided the inspiration for this Note.

December, 1994

16 Cardozo L. Rev. 501

Author

Adam Chernichaw

Excerpt



Introduction
 


The widespread litigation of disputes between shareholders of close corporations 1 has been labelled a "national business scandal." 2 Legislatures and courts have become increasingly involved in attempts to protect minority shareholders who have, historically, been vulnerable to oppression from majority shareholders. 3

Most United States businesses are closely held corporations. 4 Ninety-five percent are family owned, and provide employment for approximately fifty percent of the nation's population. 5 However, largely because of shareholder dissension, just twenty percent of family-owned businesses survive longer than a generation. 6

Entrepreneurs often choose the corporate form when joining expertise and capital to start a business enterprise. 7 These corporations are usually small and closely held, rather than publicly traded. 8 These ventures are usually undertaken with such optimism, or perhaps, shortsightedness, that the shareholders often fail to plan for disputes that might arise between them. 9 When disputes do arise, they are often difficult to resolve. 10 Entrepreneurs who start a corporation are able to make agreements to protect their respective interests 11 and to govern how shares will be sold when a shareholder wishes to exit. 12 However, parties who fail to make such agreements could encounter difficulties if a shareholder wants to leave the corporation and recover his share of business capital. 13 Moreover, contractual mechanisms 14 that protect shareholder interests will necessarily be incomplete because the parties cannot anticipate every dispute that may arise. 15 This Note critiques current statutory and judicial methods of resolving dissension ...
 
 
If you are interested in obtaining a lexis.com® ID and Password, please contact us at 1-(800)-227-4908 or visit us at http://www.lexisnexis.com/.
Search Documents
 
eg., Environmental Insurance Coverage Under the Comprehensive General Liability Policy
 
 
 
 

Lexis® Web - The only search engine that delivers free web content specifically from legal sites validated by LexisNexis® attorney editors and includes tools for faster research and more relevant results.

 
LexisNexis Store
Research Now - Go to lexis.com
Connect the Dots - Free 1 hour webcast
Share. Network. Discover. - Go to LexisNexis Communities