Tilman Larson


This Comment explores Washington's changing philosophy of shareholder voting and how the current developments to Washington's corporate law have impacted shareholder voting group rights. In light of Washington's corporate law history, the underlying reasons for the amendments, and case law, this Comment argues that the recent amendments have altered, rather than preserved, what has been historically the true philosophy underlying Washington corporate law: minority shareholder rights. Part II of this Comment tracks the evolution of voting group rights through past Washington law and until the present Washington Business Corporation Act. Part III discusses the underlying reasons for the amendments, addresses the specific clarity and substantive revisions to the statute, and compares and contrasts the current amendment with the current Delaware General Corporate Law counterpart. Part IV analyzes relevant cases from jurisdictions that have patterned their corporate law after both Delaware's corporate law and the Model Business Corporation Act. Part V argues that the recent amendments have consequently altered Washington's original philosophy underlying voting groups. Finally, Part VI proposes that the legislature should amend the provision again to conform to Washington's original philosophy.