# Minority protection

`kaal:entity:minority-protection`

**Status.** derived

This node is assembled mechanically from the 6 claims that carry the concept tag `minority-protection`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

6 claims across 5 works, 2017 to 2021.

**2017**

- [3017612-020](https://wulfkaal.github.io/claims/3017612-020) [empirical/evidenced] -- Courts have recognized an enhanced fiduciary duty among participants in closely held corporations, holding that majority shareholders owe fiduciary duties not only to the corporation but to minority shareholders as a class.
  > The distinct needs of close corporations is also shown as courts have recognized an enhanced fiduciary duty among participants in closely held corporations.64 Courts have held that majority shareholders have a fiduciary duty not only to the corporation but also to minority shareholders as a class
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
- [3017612-022](https://wulfkaal.github.io/claims/3017612-022) [failure/evidenced] *(failure mode)* -- Contractual consent to a cash out does not extinguish fiduciary claims: a minority shareholder who agreed to receive cash for shares may still challenge the merger as a breach of fiduciary duty.
  > The merger agreement allowed the company to give the minority shareholder cash in exchange for shares, but the Third Circuit determined that even if a minority shareholder agrees to a cash out, he may still object to the merger on grounds of a breach of fiduciary duty.
  Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

**2019**

- [3396542-035](https://wulfkaal.github.io/claims/3396542-035) [design/asserted] -- The governance rules of the DAO can be set up so as to ensure that minority token holders are appropriately protected.
  > The governance rules of the DAO can be set up so as to ensure that minority token holders are appropriately protected.
  Craig Calcaterra, Wulf A. Kaal, Vadhindran K. Rao, Decentralized Underwriting (2019). SSRN: https://ssrn.com/abstract=3396542

**2020**

- [3709041-021](https://wulfkaal.github.io/claims/3709041-021) [failure/argued] *(failure mode)* -- Majority rule in a microdemocracy can produce discrimination, because a majority that is itself unaffected by a rule it enacts can impose a disproportionate burden on the minority the rule does affect.
  > Similarly, majority rule may mean discrimination of the minority. A majority that is unaffected by a rule they instantiate may have a discriminatory impact on a minority that is disproportionately affected by the change in the rules.
  Kaal, Blockchain Technology for Good (2020). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3709041

**2021**

- [3782214-008](https://wulfkaal.github.io/claims/3782214-008) [failure/argued] *(failure mode)* -- Fundamental rule changes in a large decentralized organization are typically demanded when a large minority is treated unfairly, which means the advantaged majority has no incentive to make the change; the resulting deadlock leaves revolution or a network split as the only route to foundational change.
  > When a large decentralized organization needs a fundamental rule change, it of- ten happens because a large minority subgroup is being treated unfairly. That typically means the majority is advantaged by the rules and are therefore not incentivized to change the rules.
  Craig Calcaterra, Wulf A. Kaal, Decentralized Governance (2021). SSRN: https://ssrn.com/abstract=3782214
- [3808867-017](https://wulfkaal.github.io/claims/3808867-017) [failure/argued] *(failure mode)* -- Majority rule in microdemocratic systems can produce discrimination against minorities, because a majority that is itself unaffected by a rule it instantiates can impose a discriminatory impact on a minority that is disproportionately affected.
  > Similarly, majority rule may mean discrimination of the minority. A majority that is unaffected by a rule they instantiate may have a discriminatory impact on a minority that is disproportionately affected by the change in the rules.
  Wulf A. Kaal, How Decentralized Systems Can Upgrade AI (2021). SSRN: https://ssrn.com/abstract=3808867

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/minority-protection.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.