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

Comparative study of withdrawal remedies in four jurisdictions to offer solutions to shareholder conflicts in small and medium enterprises.

Alan K Koh (Author)

9781108496667, Cambridge University Press

Hardback, published 29 September 2022

300 pages
23.5 x 15.7 x 2.8 cm, 0.76 kg

'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

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.

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.

Subject Areas: Comparative law [LAM], Corporate governance [KJR], International business [KJK]