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Protecting minority shareholders in private corporations : a comparative study from Canadian and Chinese perspectives Ji, Jianfeng

Abstract

Minority shareholder protection is a perpetual subject in the legal research of corporate law. This thesis presents a comparative study of minority shareholder protection in private corporations from Canadian and Chinese perspectives. The objective is to explicitly compare and analyze the similarities and differences of the two legal systems, and make suggestions for improving corporate legislation of Canada and China in this area. The study first focuses on the common theoretical framework that informs the protections of both Canada and China and constitutes the prerequisite for the comparative study in this thesis. Then, the study articulates ten minority shareholder protections in China and twelve remedies in Canada to deepen the understanding of the two legal systems. Two comparative approaches are adopted in this thesis. Normative comparison focuses on four protections of same name in China and Canada. Functional comparison concentrates on other protections of different name that are applied to solve similar issues relating to minority shareholder protection in the two countries. By identifying the similarities and differences, the study compares and analyzes the protections from structural, substantive and legal cultural perspectives. In particular, much effort is made to look into the underlying reasons of these differences in the context of economic, legal and cultural perspectives. Although the protections of Canada and China have certain similarities, they differ significantly in both procedural and substantive respects. As compared to the rights in China, the remedies in Canada have their superiority in many significant aspects. In general, they offer broader protection in scope and provide more effective protection to minority shareholders. They are always accompanied by check and balance measures to arrive at the balanced protection. Canadian courts play much more important role in this area than Chinese courts. The study finally makes reassessment of the corporate laws of Canada and China with regard to minority shareholder protection, and puts forward some suggestions for their corporate statutes, that are aimed at improving and enhancing the balanced protection of minority shareholder. In the end, the study sets out the plan for future research in this life-long project.

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Attribution-NonCommercial-NoDerivatives 4.0 International

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