Rethinking and Improving the Remedy System for Shareholder Suppression in Limited Liability Companies
By clarifying the conditions,nature and object of infringement of shareholder suppression,it is appropriate to define shareholder suppression as"the abuse of voting rights by shareholders infringing on the rights and interests of other shareholders".There are deficiencies and progress in the provisions of the new Company Law on the remedy for shareholder suppression in limited liability companies:the general remedy rule of Article 21 on shareholder suppression is difficult to apply and provides a single remedy measure;in the specific remedy rules,the majority of the suppressed shareholders may request the company to acquire the equity to withdraw from the company,but the effect of the resolution of the shareholders'meeting in the case of shareholder suppression has not been recognized,and the rules on the right to request for judicial dissolution cannot be applied to the remedy for shareholder suppression.To further improve the remedy system for shareholder suppression in limited liability companies,the first step should be to establish the concept of shareholder suppression at the level of legal interpretation,so that the general remedy rule can play the main role of recognizing shareholder suppression and integrating the remedy rules,and then improve the specific remedy rules in a targeted manner:the resolution of the shareholders'meeting in the case of shareholder suppression is invalid should be clarified;the subject restriction on the abuse of shareholder rights in the rules of equity acquisition request rights should be lifted,the acquisition subject should be added,and the situation of long-term non distribution of profits by the company should be deleted;and it should be clarified that the situation that the company's operation and management are in serious difficulties includes shareholder suppression.
Shareholder suppressionabuse of rightsprotection of minority shareholders'rights and interestscontrolling shareholders
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