Shareholder Protection in Close Corporations: Theory, Operation, and Application of Shareholder Withdrawal

Description

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.

Alan K Koh is Assistant Professor of Business Law at Nanyang Business School, Nanyang Technological University (Singapore), where he teaches corporate law and governance. He earned his Dr jur at Goethe University Frankfurt and is an Advocate and Solicitor of the Supreme Court of Singapore. His research focuses on comparative law and corporate law and governance in Asia. He is an elected member of the International Academy of Comparative Law.

'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 '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