Legal Means for Reducing Disputes between Shareholders in Joint Stock Companies in Tunisian Commercial Companies Law: A Comparative Analytical Study 10.35781/1637-000-139-005

Abstract

Disputes among shareholders in joint-stock companies represent a fundamental challenge that threatens the stability and continuity of the corporate entity. These conflicts arise from the very nature of the company, which combines a contractual character based on the intent to participate with an institutional structure governed by the logic of majority rule. The most prominent forms of such disputes include conflicts of interest, divergent positions and opinions, and personal rivalries that may reach a level capable of undermining the company’s very existence. The research aims to analyze the legal framework governing shareholder disputes in joint-stock companies under Tunisian law, with a particular focus on the preventive and remedial mechanisms designed to mitigate their negative effects on corporate continuity. It also seeks to clarify the inherent tension between majority control and minority protection, while highlighting the role of corporate governance as a proactive tool to prevent disputes by promoting transparency and an equitable distribution of power. Furthermore, the study endeavors to identify weaknesses within the Tunisian legal system and propose alternative legal and institutional solutions. The study adopts a comparative analytical methodology that combines both theoretical and practical dimensions. It analyzes the Tunisian legislative framework applicable to shareholder disputes in light of the general principles of company law and the modern philosophy of corporate governance. Comparative legal experiences- particularly those of France and Canada- were examined to assess the extent to which Tunisian regulations align with international standards. The study also reviews a selection of judicial precedents that have contributed to the development of legal approaches to these disputes. This comprehensive approach aims to deconstruct the underlying issues and propose legal mechanisms that support corporate stability and reinforce confidence in the regulatory environment. The research reached several significant conclusions, most notably that shareholder disputes constitute a substantial threat to corporate stability, and that Tunisian legal rules have evolved to adopt preventive mechanisms based on governance and transparency. It further revealed that while the majority rule remains a necessary principle, it can become an instrument of domination if not constrained by considerations of corporate interest and shareholder equality. The study also noted certain deficiencies in Tunisian law regarding the scope of disclosure obligations in conflict-of-interest situations, and emphasized the essential judicial role in safeguarding the internal balance of companies through mechanisms such as exclusion of abusive shareholders, interim management, and annulment of arbitrary resolutions.