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Comparative Company Law$
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Carsten Gerner-Beuerle and Michael Anderson Schillig

Print publication date: 2019

Print ISBN-13: 9780199572205

Published to Oxford Scholarship Online: June 2019

DOI: 10.1093/oso/9780199572205.001.0001

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Constraints on Discretion: Part 2—Shareholders

Constraints on Discretion: Part 2—Shareholders

(p.603) 7 Constraints on Discretion: Part 2—Shareholders
Comparative Company Law

Carsten Gerner-Beuerle

Michael Schillig

Oxford University Press

This chapter distinguishes between the constraints imposed on the majority or controlling shareholder in the context of business operations that affect the minority detrimentally but do not result in a change in ownership of the business, and in sale of control transactions, such as a merger, sale of all or almost all of the company’s assets, or a takeover. In both cases, agency problems arise between majority and minority shareholders, but legal systems provide for distinct solutions that reflect the different economic importance of the two types of transactions and the fact that minority shareholders are particularly vulnerable to collective action problems when control of the company changes hands.

Keywords:   majority shareholders, minority shareholders, collective action, agency problem, control transactions

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