A Study Of Statutory Relief Rules For Shareholder Oppression In Limited Liability Companies

There are many problems in the limited liability company,such as the low degree of separation of powers,the lack of exit ways,the lack of company procedures and so on.These problems lead to the limited liability company to become the majority shareholder.Opportunistic behavior occurs frequently and wantonly invades the interests of minority shareholders.Although the company law of our country only arranges the corresponding relief rules for this kind of phenomenon,these relief rules all have the problem of paying more attention to form than substance.The shareholder oppression system originated from the European and American company law can effectively restrain the opportunistic behavior of the majority shareholders in the limited liability company,but there is no such term as "shareholder oppression" in China’s company law.Therefore,for the transplantation and reference of the shareholder oppression system,we should first solve the problem of how to connect the shareholder oppression system with the corporate magic language in China.This paper discusses this basic proposition from four partsThe first part discusses the position of shareholder oppression system in China’s company law,and summarizes the specific forms of shareholder oppression combined with China’s relevant judicial practice.The conclusion of this chapter is that Article 20 of the company law is the proper orientation of shareholder oppression.The specific forms of shareholder oppression in China mainly include refusing to distribute dividends,depriving minority shareholders of their positions,seizing company assets by majority shareholders and diluting minority shareholders’ rights and interests by increasing capital.The second part summarizes the specific rules of the company law of our country for the relief of shareholder oppression,and analyzes the omissions of such rules combined with judicial practice.The third part summarizes the changes of American and British shareholder oppression legislation and its case law,and condenses the parts that can be used for reference in transplanting shareholder oppression system in China,so as to provide the necessary theoretical reference template for the following specific system design.In the fourth part,based on the text of company law and local legal resources,combined with the theory of majority shareholders’ fiduciary duty and reasonable expectation,this paper puts forward specific suggestions to improve the relevant relief system to better solve the problem of shareholder oppression.There are two main measures in this part: one is to establish the basic role of Article 20 of the company law in relieving the oppression of shareholders,and to clarify its constituent elements and expand its scope of application,so as to better guide the application of Article 20 of the company law;the other is to improve the specific relief rules and broaden the ways of relieving minority shareholders.