3.3.1.1 Abandonment of the unanimous voting rule

The appraisal remedy, which dates back to the Ohio corporate statute of 1851, is deeply rooted in equity.1 Traditionally, unanimous consent from shareholders was required for major changes to corporations, such as assets sales, charter amendments and consolidations.2 All shareholders had to agree upon such major changes, given that these events considerably affected their original expectations on how the business should be operated.3 But the unanimous consent rule posed serious impediments to corporate development by hindering business restructuring, blocking expansion into new business fields and deterring quick reactions to business opportunities.4 As a result, statutes finally granted wide powers to the majority shareholders to decide upon assets sales, charter amendments, consolidation schemes, etc.5 While such majority rule promoted economie efficiency and entrepreneurial spirit, it also deprived minority shareholders of their veto power. Unless properly counterbalanced, such majority control creates a potential risk for investors.6 That is why appraisal rights arose when majority rule was introduced. Some scholars therefore posit that appraisal rights function as a compensation for the minority shareholders' loss of say in fundamental changes in corporations.7