The Alienation Of The Majority Rule And Its Legal Redress

achieve the equality of shareholders. In accordance with the majority Rule, the shareholder with the dominant shares dominate. To make his interests most, the dominant shareholders will make abusive use of the majority rule which betrayed this rule and do harm to the minor shareholder's interests. For this, the modern corporate law developed a full system to rectify the abused majority rule. This paper is consisted with preamble, writing and conclusion which studies the dissimilation and rectification of Majority Rule. Part One is the basic analysis on the Majority Rule. On the requirements of features of corporation, the majority rule has been the selection of corporation and the logical base for the establishment of majority rule. The majority rule is set up by cases in Anglo-American countries, while the continental countries will specify the rule in the code. The majority rule can protect and encourage investment, promote the efficiency of corporation, balance the rights and interests among shareholders. Part Two is the dissimilation of majority rule. The controlling shareholder may abuse this rule to make himself benefited, which is the basic reason for the dissimilation. The dissimilation of the rule hindered shareholder from being equal and deactivate the minor shareholders from taking part in management, which make the assembly hard to play its role and legally hide the abusive use of controlling right. The dissimilation of the rule is express in China, which can be seen in the unjustified abuse of controlling position, and the harm to minor shareholders. Part Three is about the legal justification to the dissimilation of majority rule. The dissimilation of majority rule is because of the abusive use of the rule, and therefore, the legal justification of the majority rule is the control to the dominant shareholder. All the countries impose the shareholders the fiduciary duty and the limit to the voting right and minor shareholder's protection and the perfection of shareholder's right to suit as to justification the rule. Part Four is the review of Chinese Majority rule and provided the suggestions to build up the justification of dissimilation of the rule. Chinese company law has been blank in the justification of majority rule. It lead to the abuse of the rule and harm to the interests of the company and minor shareholders. Although the documents had made limits to the abusive use of the rule, these rules are not complete in justification. Therefore it is urgent for use to build up China's rule of justification. In connection with the Part Three, the author held it necessary to build up the rule by pre-time prevention, on-time control and post-remedy.. Finally, the author concluded the four parts of analysis, and believed the majority rule is the basic principle of operation, and can not be taken place of. Although the majority rule make controlling shareholder, and the abusive use of right lead to the dissimilation of the rule. It can not be used to deny this principle, we should justify the rule at the same time of keeping it still.