Waiting for the Omelet to Set: Match-Specific Assets and Minority Oppression in Close Corporations

Abstract

Abstract This chapter focuses on the persistent features of the close corporation that serve to protect participants from the misconduct by fellow participants. It shows that where there is an intensity of match-specific assets in which all participants invest, the close corporation is best served by rules that lock-in the majority and minority participants by giving them a limited right to dissociate. This view is more in line with the experiences of high-tech start ups where a rule against opportunistic exit serves to protect the initial investments of human and physical capital made by the participants in the development stage.

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