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題 名 | Share of Control: Managing American Close Corporations=分享共治--論美國封閉公司之管理規範 |
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作 者 | 范代志; | 書刊名 | 致理法學 |
卷 期 | 4 2008.10[民97.10] |
頁 次 | 頁141-160 |
分類號 | 587.2 |
關鍵詞 | 美國公司法; 封閉公司; 控制股東; 少數股東; 受託責任; American corporation law; Close corporation; Controlling shareholder; Minority shareholder; Fiduciary duty; |
語 文 | 英文(English) |
英文摘要 | A close corporation is a business organization incorporated by a small number of shareholders that substantially participate in management and operations of the corporation, but without ready market for the corporate stock. Most American corporations formally or informally fall within this category, while little attention has been paid to it. This paper studies problems unique to close corporations, related case decisions, and possible solutions. Issues discussed include agreements controlling matters within the board’s discretion, special voting and quorum arrangements, transferability of shares, fiduciary duties of shareholders, deadlock on the board, dissolution of corporation, oppression of minority shareholders, and judicial reluctance to dissolution. We find that Courts are more sympathetic to close corporations and always encourage member managers to act in good faith to fulfill their fiduciary duty. Protection of minority shareholders should be reinforced, but negotiation and arbitration are strongly recommended so that a close corporation may stay in business while preserving its unique features. |
本系統中英文摘要資訊取自各篇刊載內容。