The Dodge Brothers’ Monster: A Legal Analysis of The Effect of Fiduciary Duty on Dual Voting Structures

Abstract

The purpose of this research paper is to determine the legal obligations that a shareholder with majority voting rights would have in a dual-voting structure. The focus on the paper is on breaking down the fiduciary duty analysis for its application to dual-voting structures, which currently stands as the shareholder with majority voting rights have no duty to other shareholders. The paper details the evolution of the common law and the social responses to the use of these structures. Then, the paper measure the application fiduciary duty would have on a dual-voting structure using WeWork as a case study. On balance, the dual-voting structure has both its merits and faults with its use, but the law should not address this kind of business decision. However, the best approach would be for the law to expand the definition of majority shareholders to be measured by either the number of shares or voting power. This expanded definition would apply fiduciary duty to these shareholders and empower minority shareholders