STOCKHOLDERS' SUITS: A POSSIBLE SUBSTITUTE

With the rapid expansion in the use of the corporate form of organization for business enterprise which has taken place during the last few decades, increasing attention has been paid by legal scholars to the question of the respective positions, rights and duties of the various components of the corporate structure. The functions, rights, obligations and liabilities of managers, officers, directors and stockholders, both majority and minority, have been analyzed and defined. Mr. Berle's analysis of corporate authority as power held in trust for the benefit of the stockholders has found wide acceptance as a comprehensive synthesis of the conclusions to be drawn from the numerous decisions of the courts. The relative positions of majority and minority stockholders have received extensive discussion, and the fiduciary relationship of the majority to the minority has been established and delimited.

The stockholder, and especially the minority stockholder, has been the particular object of the solicitude of courts and legal thinkers; the most earnest concern of corporation law has been to establish and define his rights.