冯 伟

Abstract

Minority shareholders remedies are one of the most controversial and complex subjects in the UK’s company law which frequently draws academic attention. The reason is that the quest for the effective minority shareholders’ protection has to “clash with the sanctity accorded to the principle of majority rule.”[1] Nevertheless, some safeguards for the protection of the minority have been developed in English company law. Particularly, a potential powerful protection for minority shareholders can be traced to s.210 of the Companies Act 1948, which is now amended in s.459 of the Companies Act 1985(the CA 1985). Section 459 provides that minority shareholders may petition for an order on the ground that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to the interests of its member. The courts in a great number of cases have elaborated the scope and effectiveness of the provision. Specially, Lord Hoffmann in the recent case of O’Neill v Phillips[2] had the opportunity to reconsider the scope of unfair prejudicial remedies and gave a more strict interpretation to s.459.

Furthermore, s. 461 provides that, if the courts are satisfied that a petition under s.459 is well founded, it may make an order as it thinks fit for giving relief in respect of the matters complained of. Under this provision, the courts have very wide discretionary powers.

In comparison with the unfair prejudice statutory remedies in the UK, the law relating to minority shareholder protection in the Company Law of the People’s Republic of China (PRC) is substantially different. Chinese jurisdictions were relatively slow to adopt shareholder protection. Article 111 which is the only ...

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作者简介：

  山东和安律师事务所律师，英国Kingston大学商法学硕士。