Shareholder oppression laws set out to protect minority shareholders in closely held corporations. As the scope and contours of these protections are notoriously opaque, however, related litigation is typically time-consuming, fact-sensitive, and protracted.
In a recent paper, An Empirical Analysis of Shareholder Oppression Law, the authors, Benjamin Means (S. Carolina) et al., set out to bring data to the shareholder oppression doctrine. To this end, the paper levers data from 850 shareholder oppression opinions decided nationwide from January 2010 through July 2021.
The paper advances two principal observations from its descriptive results. "First, contrary to the conventional understanding that shareholder oppression statutes create an expanded set of rights for minority shareholders, judicial decisions largely reinforce shareholder rights that exist pursuant to general corporate law principles. Second, notwithstanding the flexible and equitable nature of oppression law, courts often eschew resorting to abstract principles of fairness in favor of relying on contracts that purportedly define the parties’ bargain.”