The Largest Shareholder Of The Limited Liability Company To Violate The Rights And Interests Of Small Shareholders And Their Solutions

Through the comparison between Limited Liability Company and Limited Company ,referring to the relative theories about close corporation and public corporation, this paper probes into the characteristics of Limited Liability Company and then has a further discussion about the three characteristics of big shareholders oppressive behaviors in Limited Liability Company, and studies the relevant problems according with these characteristics. The system background of this paper is "Corporate Law" revised in 2005. One of the most important matters in this revision of "Corporate Law" is strengthening the protection on minority shareholders. This paper focuses on the theoretical analysis and empirical study on the new regulations. First ,it cards the relevant provisions in "Corporate Law"; then analyzes the solving methods to the relevant problems at the regulation aspects; finally, through the case analysis, they studies the challenges in practice which will be faced when we use "Corporate Law" to solve some relevant problems using the empirical approach. Meanwhile, this paper studies the jurisprudence and legal precedents relating to relevant problems solved by foreign corporate law using comparative methods.The key point of investigating attention lies in supplementing the relevant systems by contracts made by internal shareholders in the company. Starting with the relationship between company law and Limited Liability Company, we come up with the basic thinking that the problem of the big shareholder oppressing the small shareholder under the current system frame can be solved systemically by means of utilizing system space reserved intentionally in company law and coordinating the express provisions of the company law by the internal contracts of shareholders. This paper makes every effort to avoid redundant concepts and the traditional study method which is from the comparison study in China and western countries, then finding out some defects and finally to the suggestion about legislation, and puts stress on the way to express conception. Based on the legal norms instead of the endless annotation of law articles, studying real cases instead of compelling the cases, we attempt to find a feasible way to settle the problem under the current system frame.