A shareholder who controls a corporation, whether through majority voting power or effective practical control over the board and management, owes fiduciary duties to the minority shareholders that an ordinary, non-controlling shareholder does not owe. The core concern is that a controller's outsized influence lets it steer corporate decisions to benefit itself at the minority's expense, particularly in transactions where the controller sits on both sides of the deal.

Because a controller's self-dealing transactions are treated with structural suspicion, they are generally reviewed under the entire fairness standard rather than the deferential business judgment rule, unless the controller uses recognized cleansing mechanisms such as approval by a truly independent special committee and an informed, uncoerced vote of the disinterested minority shareholders.

Control itself is a matter of degree — some shareholders hold a clear majority, others exert practical control through board relationships or veto rights well below fifty percent — and that gradation matters to how a case is modeled. Juricratic treats the existence and degree of control as its own dial feeding into which standard of review applies, letting a user see how a marginal shift in the control finding changes the litigation's projected risk profile.

Litigation over controller duties centers on two linked questions: whether the shareholder actually exercised control over the challenged transaction, and if so, whether the transaction was entirely fair. Companies structure controller transactions around independent committees and majority-of-the-minority votes specifically to try to secure business-judgment deference rather than entire fairness review.