Theory And Practice Of Minority Shareholders' Judicial Relief

In the corporation laws of modern countries and regions ,the principle of "majority rule"is generally adopted in the decision-making of a corporation. this principle embodies the concept of the democracy between shareholders and the equity of capital . But such principle may lead to the impairment to the rights of minority shareholders. In practice ,it is easy for controlling shareholders to turn their own mind into the decision of company because they hold the majority votable shares of the company. In consideration of it, many countries and regions adopt a series of means to supply remediation to minority shareholders in their corporation laws—judicial remedy is the most important mean.The emphasis of this article is to introduce significance of the judicial remedy for minority shareholders' rights,some means of the judicial remedy in our country's new corporation law and offers some suggestions to legislation practice and judicial practice.Chapter one is the outline of judicial remedy for minority shareholders' rights, this part narrate the concept,jurisprudence foundation and value function of judicial remedy for minority shareholders' rights. It tell us "the prohibition right abuses theory" revise "majority rule", and this theory is jurisprudence foundation of judicial remedy for minority shareholders' rights.Chapter two is about the faulty decision action. When company's resolution has violated minority shareholders' right, the shareholder may cause faulty decision action to shareholder meeting or general meeting of shareholders resolution, board of directors resolution. We discuss two faulty action in this chapter: cancellation action and invalid action. We disuss the difference between sues character and causation. Then we analysis the procedure problem in faulty action and put forward some judicial proposals to this system consummation.Chapter three is about appraisal right's action. First we discuss the concept of appraisal right's action,the jurisprudence foundation and the legislation development, then we analysis the condition of appraisal right's action,causation and the shareholder seeks the pretage point of order which the judicial relief should follow. Finally we review legislation question in our company law.Chapter four tell us minority shareholders can cause derivative action and representative action when its rights violated. The point in this chapter is the procedural design to this system, especially the status of company in the sue. And we distinguish the derivative action and individual action.Chapter five is about deadlock action. In this chapter we know the contract relieves right is the jurisprudence foundation of judicature dismisses suing. Then we analysis the practice problem in deadlock action and the clear system after the company dissolved.