Minority shareholders in a close corporation traditionally have been concerned about the protection of their interests - e.g., control, management, voting effectiveness, distribution of earnings and resolution of disputes. This group frequently has sought to safeguard its interest through the use of agreements regulating the activity of all the shareholders. In Blount v. Taft, the North Carolina Supreme Court has presented the minority shareholder with both a possible new alternative and an additional cause for concern. The court in that case found a bylaw to be a shareholders' agreement solely because it was unanimously adopted by the shareholders and even though no evidence of mutual intent among the shareholders to make such an agreement was shown. It then held the agreement subject to the amendment provisions contained in the bylaws. This note briefly surveys the subject of shareholders' agreements in close corporations and discusses the impact and practical consequences of the Blount decision.



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