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CGOV.12:2 - Problem

A controlling shareholder can obtain approval for a transaction while omitting a notice or consent owed to another class. A minority holder can discover the omission only after an exercise deadline or irreversible commitment. A right that existed on paper then fails to protect the choice it was intended to preserve.

The holder can also misread the position: losing a vote is treated as proof of abuse, dilution as necessarily unlawful, or a wish to leave as an obligation on the company to buy. These inferences can direct effort toward an unavailable remedy while a real, time-limited right expires.