Bringing Controlling Shareholders to Court ─ Standard-Based Strategies and Controlling Shareholder Opportunism

Controlling shareholders have largely unbalanced power in the governance structure of corporations, which leaves the minority shareholders vulnerable to being exploited. One way to deal with the problem is to allow minority shareholders to sue a controlling shareholder when they think they have been treated unfairly by the said controlling shareholder, and the challenged conduct will be reviewed by court under certain standard pre-set by law. Legal practitioners and economists consider this kind of solution a standard-based strategy. This doctoral thesis discusses how to use these standard-based strategies most efficiently when dealing with conflicts between controlling and minority shareholders. The book identifies three sub-issues that need to be addressed properly by law makers for a standard-based strategy to function in an efficient way: (1) What is the substantive standard of controlling shareholder conduct?; (2) How should the standard be enforced by court?; and (3) How to choose between standard-based strategies and other regulatory strategies? The book examines these three questions through studies of three individual jurisdictions: the US, the UK, and China. Thesis.