Research On The Judicial Dissolution Relief System For Shareholder Oppression Of Limited Liability Companie

Shareholder oppression is an inherent dilemma of limited liability companies,which have the important characteristics of low separation of powers and closedness,and the principle of majority of capital is the core voting mechanism commonly adopted by modern companies,but when the majority or controlling shareholders use their dominant position to abuse these corporate systems to make resolutions that violate the interests and reasonable expectations.who are suppressed by the controlling shareholders in the limited liability company,which is the last relief way to solve the dilemma of shareholder suppression in the limited liability company and has important value.However,China’s corporate law and judicial interpretation do not directly provide for a judicial dissolution regime in the case of shareholder oppression,making it difficult for minority shareholders to achieve exit through the judicial dissolution mechanism.In practice,courts have consciously avoided and only required minority shareholders to seek relief through a non-judicial dissolution route,but the results have been unsatisfactory.Therefore,this article,based on the US enacted law and case law,advocates the adoption of a relatively narrow fiduciary duty standard and limits the application of the judicial dissolution remedy to severe and compound shareholder oppression;it is necessary for this remedy in the context of shareholder oppression,and to propose the premise of applying the judicial dissolution system to shareholder oppression in China,namely The paper also discusses several paths to incorporate shareholder oppression into China’s judicial,or directly system under Article 182 of the Company Law.The Company Law,or by amending Article 20 of the company,and prevents "cannot be resolved through other means" from becoming an excuse,so as to provide more effective remedies for minority shareholders in distress.The Company also prevents the excuse that "no other way to solve the problem",thus providing more effective remedies for minority shareholders in trouble.