Professor Dodd has remarked that "few branches of corporation law are in a more confused and unsatisfactory state than that relating to the right of minority stockholders to prevent amendments to the corporate charter, to which they have not given their assent, from becoming operative." One of the reasons for this confusion is the fact that some of the cases which still serve as precedents were decided at a time when it was not the usual practice to reserve the power to alter, amend, or repeal corporate charters. The principles of these early cases have been carried over and applied to cases arising under the reserved power. It is plain that the problems to be solved in the two situations are essentially different.
Edward O. Curran,
MINORITY STOCKHOLDERS AND THE AMENDMENT OF CORPORATE CHARTERS,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol32/iss6/3