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This thesis analyses minority shareholder protection in common law and civil law systems. Principally, this is done by examining closely-held corporations created under Canadian, Ukrainian and German laws. It examines minority shareholder protection by critically analyzing voting and related rights, the right to information; withdrawal from the company, expulsion right, the dissolution of a company, derivative action and direct action. The thesis also summarizes problems in the civil law system that cannot be solved in favor of minority shareholders. In addition to the above-mentioned, it provides possible solutions to the problems of minority shareholder protection in the civil law system, that is, methods by which to increase protection for minority shareholders against the majority and/or directors. Specifically, it focuses on cumulative voting, common law director's duties, derivative action and the oppression remedy. Moreover, this thesis analyzes the possibility of incorporating some institutions into civil law legislation and considers obstacles to implementing them.