Enlighyment From Unfair Prejudice Remedies In UK Company Law To Minority's Equity Protection Of China

The “principle of majority rule” is the internal company governance principle of the modern company law.Although it is the most effective method to achieve equity and equality for the members of a closed company or a limited company,when the mutual trust interests are worn out,which affects the people's foundation of the company's existence,it is inevitable that minority shareholders will be invaded and excluded in the internal governance of the company.Unfair Prejudice remedy,refers to the company law system of the UK Company Law of 2006,Articles 994 to 999,which aims to protect the interests of minority shareholders.As Article 994 states,When a company's affairs are being or have been dealt with in a manner that unfairly harms the interests of all members or a part of its members,or any actual or upcoming act or omission of the company is or is about to cause an unfairness in the case of damage,members can apply to the court for the remedies.This kind of system has the features of wider area for protection,lower thresholds,more comprehensive relief methods in protecting the rights of small and medium shareholders,and at the same time,it is more balanced in dealing with issues of fairness and efficiency.In addition to the Company Law of China,of Article 20,there is still inadequate relief system for the violation of shareholders' rights and interests.For example,the rule system for shareholder relief has not been fully integrated;the principled provisions restricting the abuse of shareholder rights have not been fully implemented Its value;some small and medium-sized shareholders' equity relief is less suitable for adaptation,and some specific shareholders' oppression situations,such as when the shareholders' right to know is infringed,the remedy's application conditions are not clear;between different remedies,such as the shareholder's right to buy back the same as the company's judicial There is still some room for convergence between dissolutions.In general,this extraterritorial system is in line with the reform spirit and trend of China's company law to continuously strengthen the protection of minority shareholders The legal framework of company law is in line with internationalstandards.The thesis aims to compare the Unfair Prejudice system of the UK with the remedies for the infringement of the existing shareholders' rights in China,analyze the problem of lack of relief in specific situations,and demonstrate the significance,feasibility and difficulties of the specific reference to the Unfair Prejudice system in the UK company law.This article is composed of the following four parts: The first part introduces the proposal and production of the unfair damage system in the United Kingdom.It analyzes its basic structure by focusing on the three main points of conceptual connotation,identification standards and relief scope,and the second part analyzes the unfairness of the United Kingdom.Damage the diversified relief system supporting the system.The third part compares the UK's unfair damage system with other domestic shareholders' relief methods.The fourth part focuses on the comparison between the existing company law system in China and the minority shareholder relief mechanisms listed in previous judicial interpretations with the UK unfair damage mechanism,and analyzes the significance and feasibility of the specific reference to the UK unfair damage system.Finally,the United Kingdom's unfair damage system provides some suggestions for the situation of China's shareholder oppression relief and the scope of expansion,as a conclusion of the full text.