Oppression of minority shareholders remains a persistent problem across many jurisdictions. Although corporate law in each jurisdiction has developed mechanisms to address this issue, no legal framework can yet be regarded as fully satisfactory. Against this backdrop, Professor Alan K. Koh’s Shareholder Protection in Close Corporations: Theory, Operation, and Application of Shareholder Withdrawal makes a timely and important contribution. Drawing on a sophisticated theoretical framework and extensive comparative analysis, the book advances a model withdrawal remedy that offers concrete and well-grounded guidance for legislators seeking to improve minority shareholder protection in close corporations.

Shareholder Protection in Close Corporations is an essential resource for scholars of close corporation law across jurisdictions. Koh adopts a distinctive ‘tripartite method’, combining (i) theoretical analysis, (ii) comparative law analysis of four jurisdictions - Germany, the United Kingdom, the United States, and Japan - and (iii) the formulation of a model withdrawal remedy. Although the analysis is grounded in these four legal systems, the proposed model is not confined to them; rather, it aims to provide generally applicable guidance for law reform in a wide range of jurisdictions.

In the first part of the book, Koh develops the theoretical foundations of the withdrawal remedy. He defines withdrawal as ‘voluntary exit from a close corporation by a shareholder desirous of exit resulting in a monetary claim payable to the withdrawing shareholder in exchange for the latter’s loss of status, rights, duties, and other interests in the close corporation’ (25). He then conceptualises withdrawal as an essential remedy, arguing that it can definitively terminate shareholder conflict, whereas alternative mechanisms - such as voice rights or fiduciary duties - often fail to do so. Koh further contends that the withdrawal remedy should be designed as a sticky default rule with a mandatory core. This structure strikes a balance between majority shareholders’ legitimate interest in capital commitment and the need to provide meaningful protection for minority shareholders. Rejecting both a purely mandatory regime and an entirely default-based approach, Koh advances a carefully calibrated middle path intended to accommodate the interests of both sides.

The second part of the book turns to a comparative law analysis of the four selected jurisdictions. Through a detailed examination of each legal system, Koh identifies a pattern of spontaneous functional convergence in the law of close corporations - distinct from the corporate governance of listed companies. He observes that each jurisdiction has developed its withdrawal regimes largely through domestic legal reasoning rather than in response to pressures from global capital markets. This insight supports his broader claim that close corporation law follows a trajectory different from that of listed-company governance.

The third part of the book proposes a model withdrawal remedy. Koh sets out thirty-six concrete provisions, drafted in jurisdiction-neutral terminology, which enhances the model’s practical appeal. He classifies withdrawal into three types: (i) withdrawal on a fault basis, (ii) withdrawal on a non-fault basis, and (iii) withdrawal at will. Withdrawal on a fault basis is available where there is illegal or fraudulent conduct or unfairly prejudicial conduct toward minority shareholders. Non-fault withdrawal is available in cases of managerial or supervisory deadlock, irretrievable loss of trust and confidence between minority shareholders and directors or other shareholders, or irreversible changes in circumstances. Withdrawal at will is available whenever a minority shareholder so requests.

A key contribution of the book lies in its proposal to structure these withdrawal rights as sticky defaults. Parties may contract out of them only if minority shareholders receive competent and independent legal advice, are provided with material information, and agree on a stated purpose, subject to a sunset clause of two years from the effective date of such an agreement. Koh also proposes that withdrawal on a bad-faith fault basis - a subset of fault-based withdrawal - should be mandatory ‘because of its centrality to the corrective model of withdrawal’ (283).

One challenge for Koh’s analysis is that the connection between his comparative law findings and the specific design of the model remedy is not always entirely clear. While the decision to treat withdrawal at will as a sticky default reflects a balanced appreciation of its advantages and disadvantages, the book does not fully explain how this conclusion follows from the comparative experience of the four jurisdictions examined. In practice, the model appears to be influenced primarily by German law. Koh notes that in Germany ‘[a]ll corporate forms except capital-based companies have withdrawal at will’ (120), and that ‘the widely publicized debate over the merits of withdrawal at will has permeated the legal sphere’ (124). By contrast, he also observes that ‘voices expressly articulating and advancing the case for withdrawal at will were practically non-existent in the UK’ (167). Moreover, while withdrawal at will is available in US limited liability companies and Japan’s Gōdō Kaisha (limited liability company), it is not available in U.S. close corporations or Japan’s Kabushiki Kaisha (stock company). These comparative observations suggest that it is not self-evident that corporate laws lacking withdrawal at will are inferior to those that provide it.

Another important challenge concerns valuation, which should be understood not merely as a matter of practical implementation but as a question of theoretical design. The way in which a withdrawal remedy determines compensation inevitably reflects a normative judgment about what interests of minority shareholders the remedy is intended to protect. While Koh carefully structures valuation rules for withdrawal on fault grounds, the model offers no distinct treatment for withdrawal at will. This raises a more fundamental question: whether a withdrawal-at-will regime is designed to protect only the formal equity value of the shares or also the shareholder’s legitimate expectation of participation in the firm’s economic surplus.

This theoretical tension becomes particularly visible in jurisdictions such as Japan, where oppression often operates through remuneration and dividend policies rather than through formal exclusion. Majority shareholders frequently appoint themselves as directors, extract value in the form of remuneration, and refrain from paying dividends, while minority shareholders receive neither. In such cases, valuation based on discounted cash flow analysis treats director remuneration as a corporate expense rather than distributable value, thereby systematically undercompensating withdrawing minority shareholders. This outcome is not merely a jurisdiction-specific anomaly but illustrates a broader conceptual gap in the model: without a theory of valuation that accounts for such distributive practices, a withdrawal-at-will remedy may fail to deliver the level of protection it normatively promises.

In conclusion, Koh’s Shareholder Protection in Close Corporations is a major and ambitious contribution to the literature on minority shareholder protection. Its strength lies not only in its conceptual clarification of withdrawal and its careful comparative analysis, but also in its effort to translate those insights into a detailed, jurisdiction-neutral model statute. Although questions remain regarding the relationship between the comparative legal analysis and certain design choices, and although valuation issues warrant further refinement, the book succeeds in framing withdrawal as a central and policy-relevant remedial structure for close corporations. For scholars, it offers a powerful analytical framework; for legislators, it provides an unusually concrete drafting template. Koh’s model is therefore likely to shape future debates on how corporate law can balance capital commitment with meaningful exit protection for minority shareholders.