Research On The Reasonable Expectation Principle Of Limited Liability Company

In recent years,with the continuous development of the market economy,limited liability company has become the focus of most scholars with its increasing number and scale,and has made some research results.Relatively speaking,the scale of a single limited liability company is not large and the number of shareholders is not large,so it has not been given enough attention.However,in China's corporate practice,due to the closeness of limited liability company,the investment interests of minority shareholders are often "locked" in the company.The controlling shareholders often take advantage of the majority of the company's capital to damage the investment interests of the minority shareholders through the resolutions of the controlling shareholders' meeting and the board of directors.In the face of the dilemma that the reasonable expectation of minority shareholders is destroyed,how to provide relief for the interests of minority shareholders has become a practical issue in our company practice.China's "company law" sets up the relevant legal mechanism to remedy the shareholders whose rights and interests are damaged.However,after inspection,it is found that the existing company law and judicial interpretation in China have not yet provided a complete guarantee for the shareholders who have failed in their reasonable expectations.Therefore,when the reasonable expectation of shareholders fails,it is difficult for minority shareholders to recover their investment interests by legal means.The closed company in the United States is similar to the limited liability company in organizational form and governance structure in China.The principle of reasonable expectation of shareholders is clearly stipulated in the legislation of most states and the standard commercial company law of the United States.At the same time,American courts have accumulated a large number of precedents in practice,which have summed up different standards on how to apply the principle ofreasonable expectation of shareholders.In addition,when the shareholders with reasonable expectation of failure seek judicial relief from the court,the U.S.courts often take judicial dissolution and repurchase the shares of the shareholders whose expectation interests are damaged.It can be seen that the experience accumulated in the practice of American companies on protecting the reasonable expectation of shareholders is worth studying and using for reference.This paper takes the principle of reasonable expectation of shareholders as the research object,from the perspective of protecting the rights and interests of small shareholders,mainly analyzes the basic theory,characteristics and applicable conditions of the principle of reasonable expectation of shareholders in limited liability companies,as well as the advanced foreign theories and legislative ideas,in order to achieve multi-level and multi-channel discussion on the relevant issues of the principle of reasonable expectation of shareholders in limited liability companies,and enrich China The articles on the protection of the shareholders' rights and interests of limited liability company in the company law shall have clear legal effect.At the same time,we should solve the problems in the judicial practice of our company law,so as to promote the continuous improvement and development of the company's legal system,give full play to the protection of the rights and interests of the company law,effectively protect the shareholders' rights and interests of the limited liability company,especially the rights and interests of small shareholders,and promote the healthy development of the limited liability company.Therefore,this paper puts forward an effective way to protect the reasonable expectation interests of minority shareholders by referring to the experience of American legislation and judicature,in order to provide some suggestions for the introduction of the principle of reasonable expectation into the company law of our country.