Majority Control, Minority Protection and the Limits of Judicial Review
Document Type
Book Chapter
Publication Date
5-2025
Abstract
This chapter analyzes the tension between protecting minority shareholders and preserving controlling shareholders' rights in companies with concentrated ownership structures. It explores how concentrated ownership enables entrepreneurs to pursue their idiosyncratic vision while addressing risks like agency costs and self-dealing. Corporate law frameworks, including property rule and liability rule protections, balance these competing interests by considering judicial systems, transaction costs, and governance mechanisms. The chapter examines scenarios such as freezeouts and third-party sales, illustrating the challenges of reconciling entrepreneurial freedom with investor protection. Finally, the chapter emphasizes the importance of crafting laws that empower entrepreneurs to implement their vision while ensuring fair treatment for minority shareholders.
Disciplines
Business Organizations Law | Law | Law and Politics
Recommended Citation
Zohar Goshen & Assaf Hamdani,
Majority Control, Minority Protection and the Limits of Judicial Review,
The Oxford Handbook of Corporate Law and Governance, Jeffrey N. Gordon & Wolf-Georg Ringe (Eds.), Oxford University Press
(2025).
Available at:
https://scholarship.law.columbia.edu/faculty_scholarship/4775
Comments
This book chapter was initially published online May 22, 2025.