Study On The Judicial Relief Of Shareholders Oppression In Limited Liability Companies

In the limited liability company,the minority shareholders are excluded and oppressed by the major shareholders frequently.The reason why shareholder oppression mostly happens in limited liability company is that the limited liability company has the characteristics of personality and concentration of control.In the institution of the capital majority rule,the major shareholders can easily violate the fiduciary duty and abuse the voting right to oppress the minority shareholders.And,because of the lack of smooth exit routes,the oppressed shareholders are often locked in,unable to obtain return and can not withdraw from the company.Therefore,in order to protect the oppressed shareholders,some legal rules are established in most national company law.Our company law system has set up some rules to protect the oppressed shareholders.However,after examining it,it is found that these rules still have a long way to go.In particular,article 20,as a principle,does not clearly define the concept of"shareholder abusing rights" and provides for a single form of relief;article 22 does not clear the effect of resolutions made by the majority abusing their voting rights;article 74 also has some defects,such as narrow scope of application,strict conditions of application and poor judicial application.Due to the limitation of legislation and the principle of respecting the company autonomy,the Judicature,as the last barrier of rights relief,has also failed to exert full initiative.Through the empirical analysis of the cases,it is found that our judicial relief has the following problems:The scope and extent of judicial intervention in shareholder oppression disputes are limited;the court tends to identify "shareholder abusing rights"from the external form and procedural elements,but neglects the substantive unfairness and irrationality;in the case of "shareholder abusing rights",the court will not apply other relief ways except compensation when it lacks the other basis of claim power,so the relief to the minority shareholders is limited;the burden of proof is higher for the oppressed shareholders.The cautious attitude of judicature seriously affects the relief to oppressed shareholders.In the case that the existing legislation can not break through,it is a more efficient way to perfect the judicial relief system of shareholder oppression.After fully demonstrating the legitimacy and necessity of judicial intervention in shareholder oppression disputes,this paper,on the basis of learning from mature experience abroad,puts forward suggestions to improve our judicial relief system.Facing shareholder oppression disputes,judicial should adhere to some principles,including respecting the company autonomy,exhausting internal relief,paying attention to mediation,being a procedure-oriented and an entity as a supplement.Under the guidance of the above principles,the court should gradually expand the scope of the review of corporate disputes,gradually expand the scope of substantive examination;clarify the boundaries of judicial intervention,introduce commercial judgment rules and reasonable expectation standards,reduce and concretize the criteria for the identification of "shareholder oppression" appropriately;adjust the attribution of burden of proof,reduce the burden of proof of the oppressed shareholders;enrich the judicial relief methods,and apply more appropriate relief methods according to the needs of individual cases,to truly resolve the plight of minority shareholders.This paper expects that the judicial can intervene in the shareholder disputes under certain conditions,and provide comprehensive and effective relief to the oppressed shareholders,so as to better resolve the shareholder dilemma.