The Gambotto principles governing expropriation of minority interests apply not only to amendments of company articles of association but also to joint venture agreements where a majority exercises a power to affect the property rights of a minority. Joint venturers who are substantially in the position of partners owe fiduciary duties to each other, and accordingly no lower requirements than Gambotto should be imposed for expropriation of minority interests. Amendment powers in joint venture agreements should be construed widely and commercially. A person who has agreed to negotiate in good faith is not prevented from seeking a higher price as the market rises.
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