The incidents of a shareholder's interest & his relationship to the corporation depend upon the characteristics of the corporation as well as the legal theory of such interests. The most common form of shareholding in the US is ownership of shares in a large corporation whose shares are widely held & actively traded, usually on a nat'l exchange. In such companies, shares are so widely scattered that the traditional legal concept of control exercised by the shareholders becomes unworkable. Corporate management becomes virtually independent of any kind of internal control, raising questions of the proper definition of its legal & ethical responsibilities & the means of their enforcement. management responsibilities to shareholders should be defined with reference to shareholders' legitimate expectations, a reflection of goals of passive investors rather than those of co-owners in a business enterprise. AA.