Benjamin Means and Douglas Moll: Governance in Closely Held Corporations.

This podcast episode delves into the complexities of closely held corporations, addressing topics such as minority shareholder oppression, family dynamics in family-owned businesses, and the evolution of governance practices. The speakers shed light on the avenues available for minority shareholders to protect their interests and explore legal doctrines developed to address disputes within these companies. Takeaways • Closely held corporations face unique challenges, including minority shareholder oppression, conflicts of interest, and the absence of independent directors. • Minority shareholders in closely held corporations have sought protection through contractual agreements and oppression statutes. • Legal doctrines such as oppressive conduct, the reasonable expectations approach, and related-party transactions have been developed to address disputes in closely held corporations. • Effective contracting and due diligence in M&A contexts are crucial for the governance and protection of closely held corporations. • Both oppression and contracts heavily influence and inform each other in closely held corporations. • Mentors and quotes play a significant role in shaping the perspectives and careers of law professors and practitioners. • Closely held corporations are of great importance, and the Boardroom Governance Podcast provides valuable insights into their intricate governance dynamics.