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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

Alan K Koh
Affiliation:
Nanyang Technological University, Singapore
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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.

Type
Chapter
Information
Shareholder Protection in Close Corporations
Theory, Operation, and Application of Shareholder Withdrawal
, pp. 172 - 217
Publisher: Cambridge University Press
Print publication year: 2022

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  • The United States
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.007
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  • The United States
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.007
Available formats
×

Save book to Google Drive

To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.

  • The United States
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.007
Available formats
×