Minority Shareholder Remedies

Shareholders who control corporations either through majority ownership or ownership of sufficient shares in a particular corporate structure to exercise control have a duty of fairness to minority shareholders. In addition to such fairness required by courts, corporation statutes of most states provide for additional remedies for minority shareholders. Those remedies include appraisal rights, dissolution, and judicial intervention.

Federal Antitrust Actions by States

States are "persons" within the meaning of the Clayton Act and are entitled to bring actions on their own behalf for damages resulting to State property from violation of provisions of federal antitrust laws. For example, a state may bring a federal antitrust action for treble damages against companies that agreed on what bids would be made on a state construction project.

Monopolization Under the Sherman Act

Section 2 of the Sherman Act, 15 U.S.C.S. § 2, prohibits monopolies and attempts or conspiracies to monopolize. The statute provides for prison terms and fines in actions brought by the U.S. Department Justice and for injunctions and damages in civil actions brought by the Department of Justice, states, and private parties.

Mergers

Disclosure and Shareholder Approval Requirements for Stock Options During Mergers

Corporate Creditors

Generally, directors do not owe a fiduciary duty to a corporate creditor when that creditor has contracted exclusively with the corporation. However, a director may owe a fiduciary duty to a corporate creditor to protect the corporate assets when the corporation becomes insolvent.