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Authors

Abstract

In determining the relationship between the majority and minority stockholders of a corporation, the courts are faced with the problem of striking a correct balance between the rights of the plaintiff stockholder, who alleges that he is being oppressed by the majority, and the rights of the majority, acting through the regular corporate machinery, who allege that the corporation is being harassed by a troublesome minority. It is necessary to protect the minority from the machinations of those in control; it is likewise necessary to protect the corporation, as controlled by the majority, from the blackmailer who holds a few shares of stock, and hopes to be bought out at a holdup price, and to give the majority the greatest possible amount of discretion in running the corporation's business. The policy of the courts has been to allow as much freedom to the majority in control as is consistent with a proper protection of the rights of the dissenting minority.

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