Disolución por causa grave de la sociedad por acciones chilena: contratos incompletos para partes supuestamente sofisticadas

This paper analyzes the availability of the involuntary dissolution remedy, provided for closely held corporations, in the Chilean sociedad por acciones. It explores whether this remedy, devised to protect the minority shareholder against an unpredictable conflict, should be admitted when the legal form chosen was designed with the aim of encouraging investment in venture capital and, therefore, with sophisticated contract parties in mind. The dogmatic method is used, coupled with reference to the literature on incomplete contracting, in search of a criterion to determine whether and how the choice of form restricts judicial dissolution; and to apply that criterion to sole manager dispute cases. It is concluded that, among sophisticated parties, judicial dissolution should be limited to exceptional situations, while, among unsophisticated parties, should be considered available in the same cases as it would be in a corporation, whenever there are reasons that justify the choice of the sociedad por acciones form by inexperienced contract parties.