Article 89(3) Oppression-Based Buyout Practice Example

小股东以新《公司法》第89条3款新规要求公司回购股份

Practitioner report describing an appellate dispute in which minority shareholders invoked revised Company Law Article 89(3), with the appellate court reportedly rejecting the buyout claim after finding insufficient basis for oppression-based repurchase.

Brief English Introduction

This report is useful as an early practice example of Article 89(3), but it should be taught cautiously because the underlying judgment is not linked in the report.

Use It For

Use it to discuss pleading strategy, the meaning of controlling shareholder abuse, the threshold of severe harm, and whether oppression buyout should operate as a last-resort exit remedy.

Teaching Notes

Students should separate the existence of Article 89(3) from proof of its elements. A minority shareholder still must show abuse of shareholder rights, serious harm to the company or other shareholders, and a reason why a company buyout is the appropriate remedy.