VIII - A Model Withdrawal Remedy

Summary

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.