It's possible a claim could be made for a corporate law violation here
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While that's true, it's a losing case. That approach is predicated on breach of fiduciary duty, which is almost impossible to prove. That's why I suggested going with a minority oppression suit, which has a much lower bar to hurdle.
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But how does censoring minority opinions become a shareholder suit?
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That's the crux of the issue. All voting shareholders have certain legal rights as defined by the corporate bylaws and state law. A minority oppression claim alleges violation of those on specific grounds...
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Shareholder oppression is typically when majority shareholder conduct that substantially defeats reasonable expectations of the minority holder when he joined the venture. This is vs an objective standard.
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The other criteria is burdensome, harsh, or wrongful conduct as a lack of probity or fair dealing in corporate affairs. Actions prejudiced to favor the majority against the minority via unfair dealing. This, I think, is where the gotcha is.
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The oppressive conduct criteria are not narrowly defined.
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I'm seeing a possible breach of duty claim still, but I don't see how censoring views on twitter amounts to suppression of minority shareholders exactly. They're not doing anything specifically to suppress shareholders, just to minority political views in general
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This is where some strategic trolling can be of great value. By going to the shareholder meeting and proposing bylaw amendments and making speeches, etc. it may be possible to provoke them into doing something actionable. 10,000 minority shareholders can speak loudly.
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No way they'll get around Business Judgment rule if it's a management decision affecting shareholder value, would have to show some other violation.
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I would not be surprised to see some very incriminating statements on that subject in discovery. "I don't care what that does to the value of the company, we have to get rid of nazis"
End of conversation
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