3.3.1.3 Statutory recognition

At present, majority control is a fact of life. If properly used, it is a significant means of maintaining majority shareholders' investment enthusiasm, balancing interests among shareholders and enhancing the efficiency of decision-making within the corporation.1 But it also creates the risk that the majority may abuse the broad power conferred on them by statutes. So legislators might have found the appraisal remedy attractive in protecting minority shareholders and, accordingly, instead of overruling court decisions, they chose to codify this remedy.2 They nevertheless failed to articulate the purposes intended for this remedy,3 which led to a remedy "built on quicksand, with shifting premise and purposes."4 Professor Siegel sensibly points out that the Jack of clearly announced goals of this remedy leads to diversified appraisal statutes in the USA.5 Once the link between special transactions and unanimous vote was severed, no clear guidelines existed to decide which events should give rise to appraisal rights and which should not.6 All states allow this remedy for some forms of mergers, and some states also allow this remedy for other forms of changes, for example charter amendments, asset sales and/or other transactions.7 In a word, current corporate statutes differ greatly with respect to the kinds of transactions which can trigger this remedy.