Book contents
- Shareholder Protection in Close Corporations
- International Corporate Law and Financial Market Regulation
- Shareholder Protection in Close Corporations
- Copyright page
- Dedication
- Contents
- Figures and Tables
- Preface
- Acknowledgements
- Abbreviations
- I Introduction
- Part 1 Theory
- Part 2 Operation
- III Withdrawal in Comparative Perspective
- IV Germany
- V The United Kingdom
- VI The United States
- VII Japan
- Part 3 Application
- Part 4 Conclusion
- Bibliography
- Cases
- Legislation
- Index
VI - The United States
The Divergent Lives of Withdrawal in Two Close Corporation Forms across One Hundred Corporation Laws
from Part 2 - Operation
Published online by Cambridge University Press: 14 October 2022
- Shareholder Protection in Close Corporations
- International Corporate Law and Financial Market Regulation
- Shareholder Protection in Close Corporations
- Copyright page
- Dedication
- Contents
- Figures and Tables
- Preface
- Acknowledgements
- Abbreviations
- I Introduction
- Part 1 Theory
- Part 2 Operation
- III Withdrawal in Comparative Perspective
- IV Germany
- V The United Kingdom
- VI The United States
- VII Japan
- Part 3 Application
- Part 4 Conclusion
- Bibliography
- Cases
- Legislation
- Index
Summary
Chapter VI turns to the US, where various states developed diverse solutions to shareholder conflict for over one hundred close corporation legal forms. While many US states recognize withdrawal as a solution to majority-minority shareholder conflict in US close corporations, several states have resisted or even renounced withdrawal. The attitude towards LLCs, which are rapidly growing in popularity across the US, is more ambivalent, as state legislatures and judges have been slow to respond to problems of intracorporate conflict and oppression. While the contractarian-led scholarly debate on whether corporate law should be mandatory or default is instructive, the reality that withdrawal is often missing from state LLC statutes is not attributable to state legislatures taking reasoned policy positions. Rather, withdrawal’s absence in LLCs is caused by incentives created by federal taxation policy. There are signs that history moves in circles as withdrawal remedies seem to be (re)emerging in LLCs.
Keywords
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- Information
- Shareholder Protection in Close CorporationsTheory, Operation, and Application of Shareholder Withdrawal, pp. 172 - 217Publisher: Cambridge University PressPrint publication year: 2022