In Wilkes v. Springside Nursing Home, the Massachusetts Supreme Judicial Court sought to clarify the fiduciary duty it had previously imposed upon majority shareholders in closely held corporations. As the Court recognized, the fiduciary duty cannot be absolute, because majority shareholders...

Despite the economic importance of family businesses, legal scholarship has often overlooked their distinctive character. Instead, scholars focus on the chosen form of business organization — partnership, corporation, LLC — and assume that the participants are economically rational actors...

Should the United States pay reparations to African Americans? A majority of Americans object that they are not personally responsible for slavery or Jim Crow. The objection is rooted in the principle of ethical individualism, which holds that people can be blamed only for their own actions.This...

According to conventional wisdom, insider control of businesses is detrimental to the interests of non-controlling investors. Family-run businesses, in particular, are seen as nepotistic and inefficient. Yet, commentators have overestimated the dangers of insider control and overlooked its...

Ordinary principles of corporate governance leave minority shareholders in close corporations vulnerable to oppression: majority shareholders have broad discretion to make employment, dividend, and other business decisions that may disadvantage the minority. Unlike shareholders in public...

When a collective-choice situation places coercive pressure on individual participants, the law's traditional protection of individual autonomy against coercion must be reconciled with its necessary role in resolving problems of collective action. On the one hand, the law might seek to remove...

In litigation against ride-sharing companies Uber and Lyft, former drivers have alleged that they were misclassified as independent contractors and denied employment benefits. The companies have countered that they do not employ drivers and merely license access to a platform that matches those...

Most U.S. businesses are family owned, and yet the law governing business organizations does not account adequately for family relationships. Nor have legal scholars paid sufficient attention to family businesses. Instead, legal scholars operate within a contractarian model of business...

Corporate political activity is understood to include financial contributions, lobbying efforts, participation in trade groups, and political advertising, all of which give corporations a “voice” in public decisionmaking. This Essay contends that the accepted definition of corporate...

In Shakespeare’s play, King Lear, an aging ruler relinquished control to two of his three daughters. The succession failed miserably, destroying his family and destabilizing his kingdom. King Lear shows why few family businesses survive beyond three generations. Understanding Lear’s failure...