Research On The System Of Shareholder's Withdrawal Of The Close Corporation

In the morden market econony,the account of closely-held corporations are much more than the public corporations. As a structure of corporation,the close corporation's features receive the multitudinous investors'favor. The essential viewpoint of this paper is the shareholder exit mechanism of the closely-held corporation.With the contractual perspective, the paper concludes with the suggestions about the Chinese shareholder exit mechanism's improvements in the areas of legislation and judicature.This paper ,based on contractual perspective, divides into three parts.The first part analyses the structure of the close corporation using the Corporate Contract Theory.The second part tries to seek the theoretical basis of the shareholder exit mechanism of the closely-held corporation.In the last part of this paper,the author talks about improving a shareholder exit mechanism for Chinese Limited Liability Companies.Based on the open-end research approach stands out as features of this study,the first part is the general interpretation of contractual perspective ,including the origin and evolutions of Coporate Contract Theory,and evaluates its influence on the studies of Company Law.With the contractual perspective,the paper analyses the governance structure and economic structure of the close corporation.Due to the features of the close corporation which is the low level separation of risk-taking and management,compared with the public corporation,the close corporation has stranger characteristics of the organizational structures,and locks of active circulation market of shares.At the end of part one,it gives the general interpretation of the shareholder exit mechanism of the Close Corporation.Part two discusses the theoretical foundation of the close corporation shareholder exit machnismen .This part firstly gives a brief introduction of shareholders'right with the contractual perspective,and tries to find the justification basis for the shareholder's withdrawal,especially for the close corporation.Then,the author descripts the functions of the shareholder exit mechanism,including promoting the capital circulation,protecting shareholder interests and improving the corporation's operational efficiency.All this aims to summary a conception which is confirming the adaptive character of Company Law.The company law should be construed as the open standard contract,which makes up the loopholes of various corporat contracts and is meanwhile supplement by letters. Part three pays attention towards Chinese shareholder exit mechanisms.It sketches the evoluations of Chinese shareholder exit mechanisms,including share transfer of close corporation,appraisal right and judicial dissolve.Our company law has stipulated the close corporation's shareholder exit mechanisms,but the rules have many defects.In the part three the author tries to give some suggestions about that.Conclusion part is to summarize the whole paper.It argues that with the contractual perspective and market orientation,legislators and judges could make the company law as it should be.The author believes that because of the limitations of research approach as well as of the language expressions,this paper will only make one aspect of the essential viewpoints.All this paper intends to make a meaning for our country economic realities.