Every stockholder of a corporation has certain rights incident to his status as a stockholder. Such rights are not particularly the rights of a minority stockholder. That is to say, a stockholder merely because he is a stockholder, has certain privileges because of his holding of stock which he can assert no matter who controls the corporation. These privileges, strictly speaking, are not rights peculiar to minority stockholders; they belong to all stockholders.

It was unnecessary to discuss every conceivable right which a stockholder may possess because he owns a share of stock. Many rights are provided for in the articles of association and by-laws. We will review here the important rights which are frequently breached to the detriment of a minority stockholder.

The important rights of stockholders are: (1) Right to be present at meetings, (2) Right to transfer stock, (3) right to participate in profits, (4) right to subscribe to increase in stock, (5) right to share in assets upon dissolution, and (6) the right of inspection.

Listed above are only those rights which a minority stockholder has in common with all stockholders, of which he as an individual stockholder might be deprived, and which he can enforce for his own personal benefit. Next, there are the rights which all minority stockholders have, which protect them against the domination of the majority. These rights enable a minority stockholder in certain circumstances to complain of the action of the majority, that is, the action of the corporation. For the action of the majority is the action of the corporation.

It may be said in general that the courts sometimes hesitate to interfere with the management of a corporation. If it were otherwise, the dockets of the courts would be crowded with the complaints of disgruntled stockholders.

There are three main classes of cases where minority stockholders may obtain relief from the acts of the majority, namely, where such acts are illegal, where they are outside the corporate powers, and where they are fraudulent or oppressive.

A few instances of fraudulent action is (1) voting excessive salaries, (2) obtaining inequitable contract, (3) fraudulently favoring competitor, (4) refusal to declare dividends, (5) wrongful transfer or entire assets, (6) watered stock, (7) fraudulent reorganization, and (8) fraudulent dissolution.