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Full-Text Articles in Law
Janssen V. Best & Flanagan: At Long Last, The Beginning Of The End For The Auerbach Approach In Minnesota?, Eric J. Moutz
Janssen V. Best & Flanagan: At Long Last, The Beginning Of The End For The Auerbach Approach In Minnesota?, Eric J. Moutz
William Mitchell Law Review
This May, the Minnesota Supreme Court weighed in on the issue of special litigation committees for the first time in Janssen v. Best & Flanagan. The Janssen decision provides some confusing but tantalizing hints that the Minnesota courts may be ready to increase their scrutiny of internal corporate governance. This article describes the history, substance, and holding of Janssen and explores what it might mean for the business judgment rule in Minnesota. The article concludes by arguing that the Minnesota courts should abandon the deferential approach they have traditionally taken to special litigation committee decisions and that the Janssen decision …
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Faculty Scholarship
This essay describes the contours of the shareholder’s duty to be fair and explores some of the problems caused by the law’s imprecision in defining the duty of fairness. Because this duty is best understood as a rejection of old norms, part one of this essay describes the traditional doctrines of intra-corporate responsibility. Part two describes the special characteristics of a close corporation and outlines how those characteristics pushed close corporation law to new concepts of fairness and shareholder duties. Part three attempts to delineate those duties of fairness and also to highlight some of the dangers that arise when …