The Rules Of Legal Remedies For Shareholder Oppression In Limited Liability Company In China

The limited liability company in many respects is different from the joint stock limited company.The features of limited liability company create the soil of shareholder oppression including that the equity exit mechanism is not convenient,the degree of two rights separation is low,the management lacks the formalization and effective shareholder-contract arrangement.Judicial treatment of disputes between shareholders of the company,should be different from the joint stock limited company,to take a more substantive review of the method.In the face of the problem of shareholder oppression,there are two kinds of legal relief rules in the "Company Law" in the specific case of relief rules and general relief rules.Understanding the concept and characteristics of shareholder oppression has an important effect on the application of the rules of the Chinese Company Law: one can guide the interpretation of relief rules in specific circumstances,and the other can embody the concept of abstract shareholder rights abuse.The phenomenon of shareholder oppression is the product of the capital majority system,and the theoretical basis of the shareholder's oppressive relief can be constructed by the theory of the shareholder's fiduciary duty and the reasonable expectation of the shareholders.These theories are not just a kind of furnishings;they should be applied to the legal interpretation of the corresponding function.In the case of a specific case of relief,based on the analysis of the oppression of the limited company shareholders,the dissenting shareholder's claim for repayment should be explained as the purpose of the loophole;The validation of the invalid and irrevocable terms of the company's resolution shall be made reasonable from the interpretation of the joint stock company;The current judicial dissolution system is in fact difficult to provide relief to shareholder oppression,because the company deadlock is different from shareholder oppression.In the general relief rules,based on the analysis of the oppression of the shareholders of the limited company,we can construct a systematic evaluation system for the rules prohibiting the abuse of equity in Article 20 of the Company Law,and the main elements,the elements of conduct,the objective results and legal effects to make a more detailed and appropriate legal interpretation,so that the limited liability company shareholders oppression as much as possible under the existing law rules are regulated.But emphasizing the need for shareholder pressure relief does not mean that we can disregard the protection of the company's commercial freedom of judgment.