Re-discussing the Improvement of Corporate Legislation for Shareholders’ Oppression ReliefTaking the Revision of the Company Law as an Opportunity

The Company Law provides minority shareholders with remedies for infringement of individual rights, such as share repurchase and access lawsuits. Article 20, rule of prohibition shareholder rights abuse, also provides general provisions for relief for shareholder infringement, but is still inadequate in the face of complex corporate governance. On one hand, the general provisions fail to provide a bottom-up protection mechanism for infringement of shareholders’ compound interests, reasonable expectation interests and other shareholder oppression situations. On the other hand, means such as judicial dissolution suits to cut off the root cause of conflicts are not yet applicable. Taking the amendment to the Company Law as an opportunity, the concept of “shareholder oppression” can be introduced into Article 20 of the Company Law as the subordinate concept of “abuse of shareholder rights”, and the failure of the governance of the company’s person-joining obstacles can be listed as a legal situation of the judicial dissolution of the lawsuit to get the final relief. In this way, the connotation of Article 20 of the Company Law, which stipulates that abuses of shareholders’ right are prohibited, can be improved, and the relief mechanism of shareholders’ oppression is more effective.