| En empirical analysis of a sample dissolution decision shows that the "operational management difficulties" for the dissolution of a company means "management difficulties" rather than "profit predicament". The root cause of the management difficulties lies in the governance failure, which is a result of the obstacle of shareholders combination in closed small and medium companies. Therefore, considering the essence of dissolution lawsuit as the judicial intervention following the corporate governance failure that offers some (minority) shareholders a low-cost way to exit the company will be a more reasonable legislative explanation and may obtain the support from practical adjudicative experience. The concrete manifestations of corporate governance failure include company deadlock under the control of opposing shareholders that are evenly matched and shareholder oppression under the control of opposing shareholders with significantly disparity of strength. Correspondingly, the reasons for the dissolution of a company through judicial intervention also include dualism of company deadlock and shareholder oppression. In legislative theory, company deadlock is regarded as the only cause of dissolution lawsuits, which is not consistent with the adjudicative reality in China. However, due to the lack of clear provisions in the legislation, the fact that shareholder oppression is also considered a cause of dissolution in judicial practice has been ignored. According to relevant normative analysis and empirical research, it is necessary to add shareholder oppression, i.e. "serious compound infringement of shareholder rights", to the causes for the dissolution of companies in China, so that the dual pattern of judicial dissolution of companies established by Chinese Corporate Law will cover the obstacle of shareholders combination in closed companies, i.e. all situations of corporate governance and provide more effective relief to troubled shareholders. |
京公网安备11010102006664号 京ICP备2023015853号