This article examines the legal protection of minority shareholders through a comparative analysis of the corporate law frameworks of the United States and the Republic of Uzbekistan. Focusing on fiduciary duties, derivative litigation, and enforcement mechanisms, the study highlights how minority shareholder rights operate not only as formal legal entitlements but as practical tools of corporate governance. The U.S. model, particularly as developed under Delaware corporate law, demonstrates how judicially elaborated fiduciary standards and clearly defined procedural mechanisms empower minority shareholders to act as private enforcers of corporate accountability. By contrast, while Uzbekistan’s corporate legislation formally recognizes shareholder rights and reflects ongoing reform efforts aligned with international standards, practical enforcement remains constrained by procedural uncertainty and limited judicial development. Drawing on statutory analysis, case law, and international governance principles, the article identifies structural and institutional factors affecting minority shareholder protection and offers targeted legal recommendations aimed at strengthening enforcement without undermining domestic legal coherence. The study contributes to comparative business law scholarship by illustrating how enforcement-oriented reforms can enhance investor confidence and corporate accountability in emerging legal systems.

Minority Shareholder Protection, Corporate Governance, Fiduciary Duties

Books and Legal Texts (Primary Sources)

a. Delaware General Corporation Law (DGCL).

b. Law of the Republic of Uzbekistan “On Joint-Stock Companies and Protection of Shareholders’ Rights” (as amended).

Case Law (U.S. Corporate Governance & Minority Protection)

a. Guth v. Loft, Inc., 5 A.2d 503 (Del. 1939).

b. Aronson v. Lewis, 473 A.2d 805 (Del. 1984).

c. Zapata Corp v. Maldonado, 430 A.2d 779 (Del. 1979).

d. In re Walt Disney Co. Derivative Litigation, 907 A.2d 693 (Del. 2005).

e. Benihana of Tokyo, Inc. v. Benihana, Inc., 906 A.2d 114 (Del. 2006).

f. In re Citigroup Inc. Shareholder Derivative Litigation, 964 A.2d 106 (Del. Ch. 2009).

Articles and Practitioner Sources

a. About Delaware’s General Corporation Law (DGCL) – Delaware Division of Corporations (Official description of DGCL).

b. Delaware Law on Fiduciary Duties and Stockholder Agreements, Foley & Lardner (2025).

c. Section 220 Books and Records Demands – Harvard Law School Forum on Corporate Governance.

Academic and Legal Analysis (Uzbekistan & Comparative Law)

a. Joint-Stock Companies in Uzbekistan: Legal Regulation and Shareholder Protection — Ryskiyeva & Partners (2025).

b. Corporate Governance in Uzbekistan – EBRD Assessment — EBRD Corporate Governance Summary Report.

c. Changes to the Legislation to Improve the Rights of Minority Shareholders — UzDaily (2020).

d. Amendments to the Law on Shareholder Protection (2025) — UzDaily.

Internet Sources & Legal Guides

a. Delaware Minority Shareholder Rights & Legal Protection — ShareholderOppression.com.

b. Doing Business in Uzbekistan — Baker McKenzie Guide (PDF).

c. Corporate Derivative Suit Standards in Delaware — IX-Legal.com (2023).