Las cinco reglas judge-made para proteger a los minoritarios en sociedades cerradas

The particular legal remedy in those cases,

• an enhanced fiduciary duty among participants in a closely held corporation,
• statutes providing judges with authority to grant involuntary dissolution for oppressive or similar acts in the corporation,
• reasonable expectations as the most widely accepted standard to trigger such judicial relief,
• buyout at a judicially determined fair price as the preferred remedy for such violations, and
• permitting minority owners to sue for breach of fiduciary duty in a direct, individual action as opposed to a derivative claim—

have each achieved even broader consensus than the enhanced fiduciary duty holding of Donahue and Wilkes

En realidad, son dos reglas: derecho de separación del minoritario por justos motivos – o derecho a solicitar la disolución de la sociedad que es, prácticamente, lo mismo - y deber de lealtad especialmente intenso del socio mayoritario. Los tribunales norteamericanos definen

“oppressive conduct as distinct from illegality… to refer to conduct that substantially defeats the “reasonable expectations” held by minority shareholders in committing their capital to the particular enterprise… shareholder who reasonably expected that ownership in the corporation would entitle him or her to a job, a share of corporate earnings, a place in corporate management, or some other form of security, would be oppressed in a very real sense when others in the corporation seek to defeat those expectations and there exists no effective means of salvaging the investment