폐쇄회사에서의 소수주주의 보호

Abstract

Decision-making in a corporation is generally based on a majority rule. Therefore, a minority shareholder investing in the corporation is bound by the will of the controlling shareholder, and unless the manager's judgment is illegal, he or she must obey it. If these facts make it clear that the investment can not continue, it is sufficient for the shareholder to transfer the shares he holds to recover his capital. However, the free transfer of such shares is applicable to listed companies. The situation is different for the shareholders of closed companies that have no market in which they can freely transfer their shares. In other words, the principle of majority rule is applied in a closed company, whereby a minority shareholder is bound by management judgment of a manager who belongs to a majority (or controlling shareholder) with a large number of shares. In this case, the way to recover the capital that you have dropped is blocked, and you are in a disadvantageous position economically. The concept of oppression of minority shareholders in a closed company needs to discuss in the field of commercial law in the sense of relieving a minority who is treated unfairly by the majority who is the controlling shareholder among the investors by applying for dissolution order, shareholder representative suit. This study we focus on some aspects of the theory of salvation in the developed countries which address protecting minority shareholders in a closed company which has a controlling shareholder who works as an employee or director and I will also point out some implications.