With the case for withdrawal remedies made and critical comparative analysis of several jurisdictional variants conducted earlier in the book, Chapter VIII integrates insights from the theoretical and comparative analyses into a jurisdiction-neutral model withdrawal solution. This ‘Model Remedy’ gives effect to private ordering arrangements and offers judicially administered solutions where contract is absent or otherwise defective. Chapter VIII also explains the Model Remedy’s key features: a trichotomous classification of withdrawal grounds (fault, non-fault, and at will), and a combination of mandatory, sticky default, and default rules and standards differentiated by the grounds involved. Drawing on and improving upon existing legal regimes, the Model Remedy provides practical guidance on the design and implementation of calibrated withdrawal solutions responsive to a broad range of scenarios. It will be useful for legislators and judges seeking to address intracorporate conflicts in close corporations, and for legal practitioners drafting close corporation constitutions and shareholder agreements.

The Book’s theoretical core, Chapter II focuses on two fundamental concepts: the close corporation, and withdrawal. After explaining the close corporation’s distinctive features, I set out its cardinal problems: conflict between minority and majority shareholders, and the enhanced risk of inter-shareholder exploitation. Over time, leading jurisdictions have converged upon shareholder exit as the ultimate solution to shareholder conflict. This Chapter introduces the concept of ‘withdrawal remedies’ as legal mechanisms enabling voluntary shareholder exit from the corporation coupled with an enforceable monetary claim for the value of the withdrawing shareholder’s membership interest. I show how withdrawal remedies are the only class of solutions that 1) resolve intractable conflict and 2) protect minority shareholders. Reasons why shareholders (minority and majority) might find access to withdrawal desirable – and why they might not – are analysed by applying insights and concepts from behavioural law and economics such as ‘sticky defaults’ to the close corporation withdrawal context.

Throughout the 2010s, the Supreme Court of the United States has enforced contractual provisions that force arbitration of disputes and ban class actions. Unsurprisingly, companies quickly went on to instill these mandatory arbitration provisions in their contracts with consumers, employees, and suppliers. A heated debate ensued, bursting out of academic circles and into popular media, over the desirability of such mandatory arbitration revolution. Proponents argued it will improve efficiency, by streamlining dispute resolution and reducing lawyer fees. Opponents argued it will be unfair for the already disadvantaged workers, consumers, and suppliers, depriving them of their day in court. Yet the existing debate too often misses the forest for the trees. Instead of analyzing fairness and efficiency toward parties to a given dispute, we should focus on effects on the market overall.