美國封閉式公司股東排擠現(xiàn)象的司法救濟(jì)及其借鑒.pdf

1、學(xué)校編碼： 學(xué)校編碼：10384 分類號 分類號 學(xué)號： 學(xué)號：200308189 UDC 碩 士 學(xué) 位 論 文 美國封閉式公司股東排擠現(xiàn)象 的司法救濟(jì)及其借鑒 美國封閉式公司股東排擠現(xiàn)象 的司法救濟(jì)及其借鑒 Judicial Relief for “

2、Frozen-out” Shareholders of Close Corporation in America and Reference 林 振 泰 林 振 泰 指導(dǎo)教師姓名： 郭俊秀 副教授 專 業(yè) 名 稱： 法 律 碩 士 論文提交日期： 2 0 0 6 年 4 月 論文答辯時間： 2 0 0 6 年 月 學(xué)位授予日期： 2 0 0 6 年 月 答辯委員會主席: 評 閱 人:

3、 2006 年 4 月Abstract Abstract Shareholder disputes present one of the most prevalent and destructive problems encountered by the privately-owned business. Shareholder conflicts appear to be universal. Minority

4、 shareholder allegations against the majority reverberate in courtrooms throughout the world. Indeed, conflicts among shareholders continue to pose among the most difficult challenges to businesses, and in turn, to busin

5、ess law. A closely held corporation in America is a business organization similar to a Limited Liability Company in China. Because of the particularities of a closely held corporation, the minority shareholders are often

6、 “frozen out” by the majority shareholders and their expectations are frustrated during the operation. In order to protecting the minority shareholders from “frozen-out“, the courts of states in America have developed sp

7、ecial approaches and effective remedies through legal precedents, through which reaching a balance between the controlling shareholders’ policy-making power in the operation and the protection of the non-controlling shar

8、eholders. It has very great reference meanings in protecting the minority shareholders in a Limited Liability Company in our country. Except the introduction and conclusion, the article includes four parts. Part I analyz

9、es the common characteristics of a closely held corporation in America and a Limited Liability Company in China. Part II presents the dilemmas of the “frozen-out“ minority shareholders in a closely held corporation in A

10、merica and in a Limited Liability Company in China. Then analyzes the properties and the causes of “freeze-out“. Minority shareholders in a corporation with a public market for its stock can “vote with their feet“ if the

11、y feel themselves oppressed or otherwise mistreated by those in control. By contrast, the non-controlling shareholder in a closely held corporation usually has no ready buyer other than the controlling shareholder - and

12、sometimes even that is not an option. Part III discusses the produce and evolution of three different approaches for “freeze-out“ in America that is direct definition approach, shareholder’s fiduciary duty approach and r

13、easonable expectations approach. This part also compares the advantages and deficiencies of these three approaches. In addition, taking the company law of Oregon as an example, this part discusses in detail the judicial