(The Network Journal) — It used to be that the minority owners of a corporation had no meaningful rights at all — they were at the mercy of the majority owners, who could treat them any way they wished and “freeze” them out of management. Back in the 1920s, somebody wrote a treatise for corporate lawyers on “The Oppression of Minority Shareholders” describing the many techniques for doing so — that book is still in print after 90 years and runs to several thousand pages. In an effort to give minority shareholders some rights, a growing number of states, particularly in the northeastern United States, have passed laws allowing the holders of a significant minority of shares (usually 10 percent to 20 percent of the total outstanding) to petition a court to dissolve the corporation if the majority owners engage in “harmful and oppressive conduct” toward the minority holders.
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