| Contribute to its characteristics such as prompt funding raising, limited liability and separation of the owner and the manager, which can fulfill the needs of the development of the modern economics, companies have been widely adopted in China as a business entity. In 1993, China issued the Company Law which contributed to the adoption and popularization of companies. But with the development of companies, serious problems have been revealed in practice that the Company Law has the shortages of balancing the internal rights in companies. Specifically the majority shareholders and the directors abuses their controlling power and prejudices the rights and benefits of the company itself and the minority shareholders. but the Company Law has no effective way to limit the controlling parties' power. As a result, the wrongdoers take no specific responsibilities towards the prejudiced parties and the prejudiced parties have no legal remedies. How to protect the minority shareholders and the company's right and limit the power of the majority shareholders shall be take into consideration when we revise the Company Law. This thesis studies the company law of England and America and draws some instructive conclusions on the protection of the minority shareholders. Refer to these conclusions, it tries to propose some methods we can adopt in order to handle the problems of balancing the rights of majority shareholders and minority shareholders. This thesis mainly makes use of the comparison approach by using the legal theories and methods for reference to derive some "rules" for China to learn from. In structure, this thesis comprises four chapters. Chapter One discusses the reason for the prejudices the minority shareholders suffers. Because of the characteristics of companies, companies make decisions through majority rule. So the majority shareholders have the power to make the final decision for the companies. On the other hand, the minority shareholders have to obey the majority shareholders. It is not wrong that the majority shareholders shall have the power. But if they abuse the power, there is nothing in the company to check them. As the result, the company and the minority shareholders' right and benefits are deprived of by the majority shareholders. So it is necessary to limit the controlling power of the majority shareholders. "Equity" is one of the goals that the law aspires to achieve. Although the decision-making procedures in the company might be economical following the majority rule, "equity" is threatened. As part of the shareholders, minority shareholders are entitled to be treated equally in the company. The director's fiduciary duty is derived from the equity law. And the minority shareholders' reasonable expectations are protected too. According to the principles and rules above-mentioned, the minority shareholders' rights and benefits shall be legally protected. This is what Chapter Two discusses. The first two sections of Chapter Three analyze the company law of England and America. The law of the both countries respects the majority rule, but also tries to protect the minority shareholders. Britain has developed the exceptions to the Foss v. Harbottle rule, permitting the minority shareholders to represent the company to sue the wrongdoers under certain circumstances, such as ultra vires. This kind of suits is "derivative suit" which can be used to protect the company and the minority shareholders. The statutes also provide remedies to the minority shareholders suffering from the "unfairly prejudicial conduct". In America, directors own fiduciary duty to the minority shareholders and the majority shareholders are required to own the fiduciary duty to the minority shareholders in closely held corporations. And the minority shareholders suffering from"oppression" in the closely held corporations can get proper remedies. Section Three of Chapter Three introduces several methods to protect the minority shareholders, such as calling special meeting and filing derivative su...
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