"Prisoner" Dilemma In Limited Liability Company And Judicial Dissolution

In the operation of corporate, there are some difficult obstacles can not beavoided, which mainly include the corporate deadlock and shareholder oppression.Throughout foreign laws and judicial practice, judicial dissolution provides aneffective way to get rid of the obstacles. In the new legislation the "Company Law"the provisions of Article183provides for judicial dissolution which fill the blank.However, as our judicial dissolution is still in its infancy, the relevant provisions arevague and theorists have different voices. Based on the legislations and practices athome and aboard, this article will try to find effective way to solve the problem. Thisthesis contains three parts: introduction, content, and closing remarks. The content isdivided into four chapters.Chapter one: summary on corporate deadlock, shareholder oppression andjudicial dissolution. Section one analyzing the concept, characteristics and reasons forthe corporate deadlock. Section two introduces the concept of shareholder oppressionand its criteria in judgement. Section three outlines the judicial dissolution, focuses onanalyzing the important factors which should be considered by judge. These factorsinclude the impact on the public, the operating condition of the company, the value tothe shareholders and clean holds principle. Chapter two: status quo and the concrete problems of judicial dissolution. Bythe comparing with the different legislations of other countries, the ground providedin the section183of Company Law in China should be expanded. As to procedures ofjudicial dissolution, we discuss the status about different parties involved in judicialdissolution cases, defence and punishment of abuse of legal process, relationshipbetween judicial dissolution and registration and liquidation. The current CorporationLaw has a lot of defects to be perfected.Chapter three: the alternative remedies to judicial dissolution. The impactgenerated by judicial dissolution is very wide and deep, from public interest toshareholder interest. So many alternative remedies has been developed in foreignlegislations and judicial practices. Among them the buyout the most frequently usedremedy is the buyout. China should structure alternative remedies to perfect thejudicial dissolution.