Beginning in 2010, Fryar Law Firm began publishing a 50-state survey on shareholder law. At the time, Texas followed the predominant shareholder oppression doctrine, and our Texas-based shareholder oppression practice was dedicated to staying on the cutting edge of the law by keeping abreast of legal developments nationally. This effort also gave us opportunities to work with shareholders in many other states and made us the natural choice for lawsuits in Texas involving companies incorporated in other states. Texas has now rejected the shareholder oppression doctrine, separating Texas jurisprudence from most other states. Yet our need to remain on the cutting edge has become even more significant in our practice. Therefore, we will continue to monitor and publish developments nationally.
Every state recognizes the shareholder's fundamental right to information. Most states have an express statutory procedure by which shareholders may inspect corporate records. These procedures are very similar among the 50 states, but there are subtle differences that can sometimes determine the outcome. We set forth the basic requirements and remedies in every state.
State law varies significantly on the law of shareholder oppression. Many states have either a statutory or common law doctrine of shareholder oppression, recognizing remedies for oppressed shareholders. Almost all states provide for dissolution of corporations in extreme cases of oppression, and most of these states interpret lesser remedies, such as a buy-out, as available in lieu of dissolution. Some states reject the buy-out remedy. Some states have yet to address the issue.
All states permit shareholders to bring derivative actions, although there are significant procedural and remedial differences from state to state.
We hope this resource is informative and useful. Please remember that we do not hold ourselves out as experts in the law of any jurisdiction other than Texas, and we are not able to keep all of these pages current in every state. We welcome your feedback and comments. Please contact us if you see any errors or omissions and help us make this survey as accurate as possible. If Fryar Law Firm can assist you in any way in your own shareholder dispute, please let us know.
We are licensed only in Texas
In order to remain on the cutting edge of business owner rights law, Fryar Law Firm keeps abreast of legal developments in all 50 states. This 50-state survey is presented for educational purposes. However, we do not hold ourselves out as experts on the law of any jurisdiction other than Texas, and we may not practice law in any other state, with the following exceptions:
The lawsuit involves a non-Texas company but may be brought in Texas courts--example, if the client is a Texan or the company operates in Texas.
We are part of a legal team that includes local counsel. Out of state legal teams benefit from our experience when we consult. We may also act as lead counsel, if we have local co-counsel and permission of the court.
We are offering general consultation and are performing our work in Texas. We often consult with out-of-state clients on litigation strategy or assist them in organizing for litigation or settlement or in putting together a legal team. We also assist out-of-state clients in exercising their rights to corporate information.
This post represents our opinion regarding the relevant shareholder oppression and minority ownership rights law. However, not everyone agrees with us, and the law is changing quickly in this area. This page may not be up to date. Be sure to consult with qualified counsel before relying on any information of this page. See Terms and Conditions.