This thesis examines the promises and challenges of internal dispute resolution (IDR) in the corporate workplace of Canada and the United States. The focus of inquiry is twofold: a theoretical and socio-historical study of the corporation followed by a practical analysis of dispute resolution of human or civil rights. The examination of the role of the corporation begins with a review of the statutory and jurisprudential underpinnings of the "corporate person," which have legitimized the corporation and its powerful place in society. Such power, sanctified by the law, impacts not only society at large but also employees of the corporation. Internalization of legal systems into the corporate workplace has shifted some dispute resolution responsibilities from the public to the private domain, relegating further power to the corporation. This public to private shift has deputized the corporation as an enforcer of its employees' civil rights. Two predominant theories of the corporation - the Contractarian and Communitarian - provide understanding about power relationships among the corporation and its constituents. U.S. and Canadian courts and legislatures have demonstrated a preference for the Contractarian theory, which holds that the corporation is a nexus of contracts, and that firm managers should prioritize its contract with its shareholders, governing the corporation so as to maximize shareholder wealth. A careful examination of corporate theory and governance illustrates the corporation's conflict of interest in holding shareholder interests primary while resolving employment disputes. The power differential between the corporation, as agents of its shareholder principals, and employees presents the greatest challenge in equitably resolving employment disputes. The practical aspects of internal dispute resolution in the corporate workplace focus on the potential benefits and risks to employees. In-house mediation, with certain procedural safeguards, has potential for benefits that outweigh risks to individual employees. Building on principles and structures of formal procedural fairness found in courts of law and administrative tribunals, five essential features can best guarantee fairness in IDR: voluntary participation, retention of employees' right to judicial review, prohibition against reprisal for raising the dispute, use of an external mediator, and oversight of the corporation's IDR program by a neutral, external body.

This thesis deals with improving protection of minority shareholders in China. The minority shareholders are faced with the dual oppression from the managerial power and the majority rule, but they cannot get sufficient remedies through preventive mechanisms or remedial legal actions. / After introducing the main defects regarding minority protection in the Chinese Company Law, the Author examines the main mechanisms to check the management and majority shareholders, and the remedies available to shareholders under some major legal systems in the common law world. During or after the examination, the Author makes some comments on the mechanisms and remedies and offers his opinions on selectively adopting them in China.

One of the most important issues that arise under the statutory oppression remedy is the manner in which a court will use its wide powers to order relief once oppression has been found. Guidelines according to which courts will exercise their discretion become even more desirable where a remedy may impact on the governance structures of the corporation. There is an extensive body of case law under the oppression remedy, most of which tends to relegate the exercise of the remedy to the facts of a case. / However, from a study of the case law, two principles appear with varying frequency depending on the size of the corporation. These are principles which may be asserted under the oppression remedy. The first principle states that the majority may not exercise its electoral rights to the prejudice of the minority. It flows from the relationship between members of a corporation and arises most frequently at closely held corporations. The second principle is against abuse of fiduciary position, which entails a duty on directors and senior management to protect the interests of all shareholders. Abuse of fiduciary position may also involve instances where there is a breach of fiduciary duties to the corporation. This second principle is more prevalent at widely held corporations. The remedy will be tailored according to the principle under which liability was found.

Universiẗat, Diss., 2005--Köln. / Includes bibliographical references (p. 269-279).

Univ., Diss.--Saarbrücken, 2005.

Thesis (doctoral)--Universität zu Köln.

Thesis (doctoral)--Christian-Albrecht-Universität zu Kiel.

Thesis (doctoral)--Universität Köln.

Zugl.: Berlin, Humboldt-Univ., Diss., 2007

Thèse--Université de Louvain. / Errata slip, laid in. "Bibliographie": p. 1-5.