No seems clear that the board of directors have fiduciary responsibilities to all shareholders in Anglo common law.
However reading some of the case law it seems that being a majority stockholder wasn’t always held the have same fiduciary responsibilities. Sounds like they still don’t in some jurisdictions?
Sort of fascinating and shows there’s some legal distinctions between majority stockholders and board of directors. IANAL but seems less cut and dry than summary articles pretend.
A blanket statement like the one I replied to oversimplifies things and implies Delaware law is federal law. It may be the largest and most influential in the US but it’s not the only equity law in the US.
> However reading some of the case law it seems that being a majority stockholder wasn’t always held the have same fiduciary responsibilities. Sounds like they still don’t in some jurisdictions?
I don't think that is relavent. As far as i understand Zuck is not being sued because he is a majority shareholder.
> A blanket statement like the one I replied to oversimplifies things and implies Delaware law is federal law.
I don't think anything you said disagrees with the statement you responded to. The statement you responded to never claimed that majority share holders have a fuduciary duty.
Interesting re-reading the Wikipedia link after reading some of the case law summaries this sticks out:
> Also, the duties [of board of directors] are owed to the company itself, and not to any other entity.[42] This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.[43]
Again it appears more nuanced than just “board of directors have fiduciary responsibility to minority shareholders”. Actually seems incorrect to phrase it that way even.
I think the idea is more that directors have a duty to the company (not the minority shareholder), and minority shareholders can bring suit on behalf of the company to allege that the duty to the company (and not themselves) was violated. When talking informally that feels like it amounts to basically the same thing, just technically slightly different [ianal,i might be out of my depth here]
IANAL either, which is why I asked for case law. I’d like to understand a bit more.
Strong statements like the OPs without qualifications can lead to skewed ideas. For example look at the amount of damage done by the “shareholder primacy” theory which many believe is a core legal requirement rather than a legal theory.
> The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that.
Not OP but they were very confident in what they wrote. I'd assume they'd be able to provide evidence. Just because it's the law doesn't mean we're not gonna get asked for evidence. Maybe we should be more careful with our claims then.
> The company, board of directors still owes a fiduciary duty to minority shareholders. Having 51% of voting control doesn't change that.
No, not a "random" article, but one that actually did do the homework and check law. Someone has to, otherwise you can't claim to know what the law says.
demanding weird standards of proof in a conversation is an annoying thing to do. if you want to know with more confidence maybe take two seconds to google it
