Minority Rights in Corporate Law: A Reply to Chander

National Black Law Journal, Vol. 19, p. 57, 2006

21 Pages Posted: 14 Jun 2010 Last revised: 9 Jul 2011

See all articles by James Thuo Gathii

James Thuo Gathii

Loyola University Chicago School of Law

Date Written: 2006

Abstract

Anumpam Chander’s essay Minorities, Shareholders and Others argues that corporate law’s protections of minority shareholders can be used as a model to inform protection of minority groups under the Constitution.

This article is a reply to that argument based on the premise that minority shareholders are not as protected by corporate law in the manner stated by Chander. While some lessons can be learned from corporate law, that but that is not where this article begins its inquiry. Instead the article establishes that the courts have generally upheld board authority rather than acting as overseers of corporate conduct. In this way, corporate law cannot be compared to constitutional jurisprudence if the goal is achieving equality.

The article reviews the case law cited by Chander in order to establish the exceptional nature of judicial protection for board action as opposed to the systemic oversight argued by Chander.

Suggested Citation

Gathii, James Thuo, Minority Rights in Corporate Law: A Reply to Chander (2006). National Black Law Journal, Vol. 19, p. 57, 2006, Available at SSRN: https://ssrn.com/abstract=1625014

James Thuo Gathii (Contact Author)

Loyola University Chicago School of Law ( email )

25 East Pearson
Chicago, IL 60611
United States

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