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1 Wayne St. U.J. Bus. L. 1 (2018)

handle is hein.journals/wsujbl1 and id is 1 raw text is: 







LITIGATION BETWEEN SHAREHOLDERS IN CLOSELY-
     HELD CORPORATIONS: PROTECTING MINORITY
     SHAREHOLDERS FROM ABUSE AT THE HANDS OF
                         MAJORITY OWNERS

               Gerard  V. Mantese   and  Ian M.  Williamson   *

               This  article examines  case law  from  Michigan   and
        across  the  country that has considered shareholder
        oppression   claims  (including  claims  based  on  fiduciary
        obligations    between     shareholders     in   closely-held
        corporations)  and  distills from  these cases  common fact
        patterns  that courts  have  found   to either constitute, or
        state claims for, oppressive conduct.

I.      Introduction

        When   opinions  about  business  management and policy diverge,
owners  of minority  shareholding interests in closely-held corporations who
are not  part of  a control  group  often find  themselves  at the  mercy  of
controlling shareholders.  If mere disagreements  become  heated  disputes (or
if self-interest wins out over  the combined   interests of all shareholders),
controlling  shareholders  sometimes   exercise their power   over  corporate
affairs to  marginalize  or  freeze  out  minority          owners.     Under such
circumstances,  when   the minority  owner  has been  a victim  of abuse  and
overreaching  by  those  in control,  shareholder oppression  claims  can  be
important tools for owners of minority (non-controlling) interests.1,2

    * Mr. Mantese is the senior partner at Mantese Honigman, P.C., a firm with extensive experience
litigating shareholder oppression and related business disputes in Michigan and across the country. Mr.
Williamson is also a partner at Mantese Honigman, and has litigated disputes among owners of closely
held businesses with Mr. Mantese for the past 14 years.
    ' The controlling shareholder (or shareholder group) typically owns more than 50% of the stock
in a corporation. However, some states recognize that the heart of oppression is the unfair exercise of
control, which is not always limited to situations in which one individual or group owns the majority
of stock or exercises superior voting power. Thus, even where corporate owners are equal shareholders,
the controlling shareholder may be liable for oppression. See Kirila v. Kirila Contrs., Inc., No. 2015-
T-0108, 2016 WL 4426409, ¶ 31, 148 Ohio St. 3d 1444, 72 N.E.3d 657 (Ohio Ct. App. Aug. 22, 2016)
(The critical question is not whether one shareholder is a minority and the other a majority, but rather
whether one owner so dominated the corporation that he or she can be said to have been in control to
the exclusion of the other. (citation omitted)); see also Harris v. Carter, 582 A.2d 222, 234 (Del. Ch.
1990) (providing an example in Delaware where shareholders who own majority interests or exercise
control over a company's business affairs owe the same fiduciary duties as a corporate director to other
shareholders).
    2 This article is intended as an overview of oppression actions across the country, though it is not
a survey of every state's oppression laws. As such, it discusses cases that are unpublished and cases


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