商业研究

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Relief Path and Effect of “Shareholder Oppression”: Empirical Study and Extraterritorial Mirror

WU Sheng-nan   

  1. (School of Law,Jilin University, Changchun 130012, China)
  • Received:2019-01-18 Online:2019-08-22

Abstract: Our company law provides two kinds of remedies for the oppressed shareholders, but both of them have some defects. Empirical research finds that in the aspect of principled provisions, “abuse of shareholder′s rights” in Article 20, paragraph 1 and paragraph 2 of the Company Law lacks explanation, which is vague in judicial practice. Some shareholders whose interests have been damaged can not get adequate relief according to this article, and the court′s understanding of the relief method stipulated in paragraph 2 is also inconsistent. At the level of specific provisions, the application of Article 22 of the Company Law in judicial practice lacks flexibility, and is not linked with Article 20, paragraph 1 and paragraph 2 of the Company Law.The application of Article 74 of the Company Law is limited, which can not effectively protect the interests of the depressed shareholders.From the perspective of providing systematic protection for the oppressed shareholders, there is also a lack of interaction and coordination between the above-mentioned laws.Combining with the legislative reality and judicial practice of our country, on the basis of drawing lessons from the relevant rules of Anglo-American Law, the perfection of the remedy path of oppressed shareholders in our Company Law should be based on the addition of judicial interpretation of “abuse of shareholders′rights”, incorporating the connotation of shareholders′ oppression into the item of “abuse of shareholders′rights”, and coordinating the second part of the Company Law. The provisions between article 2, article 74 and article 20, paragraphs 1 and 2, shall be taken into account.

Key words: shareholder oppression relief, abuse of shareholder rights, shareholder interests, limited liability company