Abstract
This paper examines the planning and drafting problems involved in the use of special charter and by-law provisions to give minority shareholders power to veto corporate decisions. It considers not so much the phrasing of veto provisions for use in the charter and by-laws as the approaches that may be taken to confer a veto. Statutory materials and corporate concepts which determine the validity and efficacy of veto provisions are discussed in considerable detail. Attention is also given to precautions that increase the usefulness of veto provisions or lessen their vulnerability to circumvention or attack.
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