Conflicts of Shareholders and Directors in Closely-held Corporations: the problematic case of 50/50 Corporations

Abstract

Sólo resumen en Inglés

The purpose of this paper is to undertake a jurisprudential and empirical analysis of aspects of the corporate law system in the European context and analyze it in relation to other jurisdictions, such as the Common Law. More specifically, this paper will focus on the issue of corporate disputes in closely-held corporations, which are becoming increasingly important in practice and are more commonly manifesting in global corporate litigation. this paper proposal intends to determine whether there are concepts within the Common Law system, which could be integrated into European private law. This research fills a gap that has not been sufficiently dealt with, neither through academic scholarship nor through commercial case law in Europe (and mostly in Civil corporate law jurisdictions). Furthermore, little work has been done on its implications for corporate disputes in close corporations and the analysis of contractual mechanisms for their prevention and remedy. It is a complex legal issue relevant to those close corporations, which by their structure and functioning are likely to suffer internal disputes that are difficult to resolve if their bylaws or shareholder´s agreements do not provide for effective remedies.