Protection of Minority Shareholders in Closely Held Corporations: Donahue v. Rodd Electrotype Co.

Abstract

For many years, the law’s regulation of internal disputes in closely held corporations was no different from the law’s regulation of such disputes in corporations generally. Due in no small part to seminal decisions like Donahue v. Rodd Electrotype Co., however, most jurisdictions have gradually come to recognize that closely held corporations and their publicly held counterparts, as well as the expectations of the shareholders in those ventures, are sufficiently distinct to warrant a different legal treatment.

Keywords: oppression, close corporation, closely held, shareholder oppression, fiduciary duty, Donahue