This Article considers a seemingly simple question—is the statement “shareholders in a Kentucky business corporation stand in a fiduciary relationship with one another” an accurate statement of the law? In fact, it is not. As is detailed herein, as a matter of positive law, (i) no Kentucky court has held there to be a fiduciary relationship among shareholders save in one narrow fact situation, and that decision may now be invalid consequent to intervening developments in the controlling statute, and (ii) the absence of a statutory inter-shareholder duty in the Business Corporation Act, when compared to the presence of inter-owner fiduciary duties in Kentucky’s other business organization statutes, must evidence the absence of such obligations. Turning to a normative analysis, the absence of inter-shareholder fiduciary obligations is correct as: (i) the intershareholder relationship lacks the features of a fiduciary relationship; (ii) the imposition of fiduciary duties among shareholders would violate the statutory construct of majority control of the corporate enterprise; (iii) the existence of such duties would do violence to a consistent form in which, by statute, fiduciary obligations are imposed upon only those charged with the day-to-day management of the venture; and (iv) there are a variety of
alternative structures in which, if desired, inter-owner fiduciary duties do exist. This Article concludes with a review of how perceived cases of oppression may be addressed through contractual (as contrasted with fiduciary) remedies.