Shareholder Protection in Close Corporations
Theory, Operation, and Application of Shareholder Withdrawal
Part of International Corporate Law and Financial Market Regulation
- Author: Alan K Koh, Nanyang Technological University, Singapore
- Date Published: September 2022
- availability: Available
- format: Hardback
- isbn: 9781108496667
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Close corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.
Read more- Establishes a coherent set of corporate law concepts and terminology, clarifying and expanding our understanding of some of corporate law's most fundamental problems
- Develops a novel, yet practical comparative law methodology and applies it to relevant examples, making the theory accessible to a range of readers
- Uses comparative research to propose a model solution to shareholder conflict in small and medium enterprises that can be applied to any jurisdiction
Reviews & endorsements
'This remarkable book is comparative corporate law at its best. Alan Koh combines a thorough analysis of four key jurisdictions with high-level theory and a legislative proposal. The book reveals surprising similarities and differences across countries whose closely-held business structures have very different legal and historical roots.' Martin Gelter, Professor of Law, Fordham University School of Law
See more reviews'Alan Koh's Shareholder Protection in Close Corporations goes beyond the black letter laws of Germany, UK, US and Japan, offering readers rich accounts of how the withdrawal remedies in these jurisdictions function in their respective domestic context, providing ample suggestions for jurisdictions wishing to improve their close corporation laws.' Gen Goto, Professor of Law, Graduate Schools for Law and Politics The University of Tokyo
'Alan Koh has delivered a comparative corporate law masterpiece. After reading this Book, it seems obvious that every academic, policymaker, and lawyer who has an expertise in company law must understand 'withdrawal remedies'. However, prior to this Book, the term never even existed - making it essential reading for everyone interested in company law and a model of comparative legal scholarship.' Dan W. Puchniak, Professor of Law, Yong Pung How School of Law, Singapore Management University
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×Product details
- Date Published: September 2022
- format: Hardback
- isbn: 9781108496667
- length: 300 pages
- dimensions: 235 x 157 x 28 mm
- weight: 0.76kg
- availability: Available
Table of Contents
1. Introduction
Part I. Theory:
2. The concept of withdrawal
Part II. Operation:
3. Withdrawal in comparative perspective
4. Germany
5. The United Kingdom
6. The United States
7. Japan
Part III. Application:
8. A model withdrawal remedy
Part IV. Conclusion:
9. Conclusions, contributions, and applications
Bibliography
Index.
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