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Full-Text Articles in Law
Non-Market Values In Family Businesses, Benjamin Means
Non-Market Values In Family Businesses, Benjamin Means
Faculty Publications
Despite the economic importance of family businesses, legal scholarship has often overlooked their distinctive character. Instead, scholars focus on the chosen form of business organization — partnership, corporation, LLC — and assume that the participants are economically rational actors who seek to maximize their individual preferences. This Article contends that family businesses are an extension of family relationships and that non-market values affect their goals and governance choices.
Just as family law scholars have shown that contract principles can be applied to regulate intimate relationships, corporate law scholars should recognize that the intimacy of family life often substitutes for arms-length …
A Contractual Approach To Shareholder Oppression Law, Benjamin Means
A Contractual Approach To Shareholder Oppression Law, Benjamin Means
Faculty Publications
According to standard law and economics, minority shareholders in closely held corporations must bargain against opportunism by controlling shareholders before investing. Put simply, you made your bed, now you must lie in it. Yet most courts offer a remedy for shareholder oppression, often premised on the notion that controlling shareholders owe fiduciary duties to the minority or must honor the minority's reasonable expectations. Thus, law and economics, the dominant mode of corporate law scholarship, appears irreconcilably opposed to minority shareholder protection, a defining feature of the existing law of close corporations.
This Article contends that a more nuanced theory of …