Exit remedies for minority shareholders in close companies (IVOR nr. 82) 2011/1.5:1.5 Central research question

Exit remedies for minority shareholders in close companies (IVOR nr. 82) 2011/1.5

1.5 Central research question

Documentgegevens:

dr. Q. Wang, datum 02-05-2011

Datum: 02-05-2011
Auteur: dr. Q. Wang
JCDI: JCDI:ADS407517:1
Vakgebied(en): Ondernemingsrecht (V)

A. The central question

The central research questions of this research are: what are the exit remedies in China, how do they function and to what extent can we learn from UK and US experiences for future improvements?

Because the exit remedies in this research comprise the appraisal and oppression remedies, to answer the above questions, I break down the main questions into the following sub-questions regarding these two remedies, and these specific questions will be answered by this research:

B. Regarding the appraisal remedy:

1.: What is the purpose of the appraisal remedy?
2.: What kinds of events should trigger the appraisal remedy?
3.: What procedures must be followed to enforce such a remedy?
4.: How is the fair value of the share decided in the appraisal remedy?
5.: Is the appraisal remedy in itself an adequate remedy to solve liquidity problems in a close company? And what is the relationship between the appraisal and the oppression remedy?

C. Regarding the oppression remedy:

1.: What is the rationale of the oppression/unfair prejudice remedy?
2.: What are the standards employed in US and UK in identifying an oppressive or unfairly prejudicial act?
3.: What are the forms of relief in this remedy?
4.: Does a remedy which has the same function as the oppression remedy exist in China? If such a remedy can be identified, what are the special features or problems of this remedy in Chinese company law?
5.: How can a workable model for China be designed which can fill the gap in minority shareholder protection in this area and yet generate higher efficiency and certainty?