NEW: Alibaba: A Case Study of Synthetic Control discusses a large corporation’s governance structure in which a partnership appoints a majority of a board’s directors, the partnership is controlled by a partnership committee, and the partnership committee is effectively controlled by an entity that is controlled by a 5% stockholder, giving the 5% stockholder effective control over the large corporation.
Pillsbury Winthrop discusses recent Delaware case law finding that minority stockholders exercised control over corporations in My Brother’s Keeper: When Do Minority Stockholders Risk Being Considered “Controllers” of a Delaware Corporation?
Why Controlling Shareholders Are Not Fiduciaries argues that Delaware corporate law’s imposition of fiduciary duties on majority stockholders is conceptually flawed, and that recognition of a remedy for shareholder oppression would permit more limited, flexible corrective intervention.
Tulane Law’s Professor Ann Lipton discusses the trend in Delaware fiduciary duty case law that increasingly considers corporate control, and increasingly finds that minority stockholders may be controllers, in A study in evolution.
Controlling Shareholders in the Twenty-First Century: Complicating Corporate Governance Beyond Agency Costs discusses a rise in concentration of corporate ownership, which is contrary to predictions of more diverse ownership prevalent twenty years ago.