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Company Law to protect the rights of investors

source:Original    time:2016-09-13     Pageviews:640

First, the protection of minority shareholders
First, the provision limiting the voting rights of shareholders. "Company Law" Article 16 provides: company guarantee to a shareholder or actual controller of the Company, shall make a resolution by the shareholders' meeting. But the shareholder or actual controller of the shareholder dominated by the predetermined specified above, the provisions of the preceding paragraph shall not participate in voting on the matter. The vote by the other shareholders present at the meeting by a majority of the voting rights.
Second, the shares of the company shareholders' meeting to elect directors, cumulative voting system can be implemented when the supervisor, that voting shares each have the same number of directors and directors or voting rights. Cumulative voting is possible to prevent the use of the voting rights of large shareholders advantages manipulate directors, supervisors elections, organic interests of small shareholders will elect representatives to the board of supervisors, increase the minority shareholders the right to speak in corporate governance.
Thirdly, Ltd. shareholders exit mechanism, under certain circumstances, shareholders may require the company to purchase its investment, withdraw from the company. In general, based on the principle of capital maintenance and capital unchanged after the establishment of the company shareholders shall not withdrawing funds, or is the company's property rights violations. But shareholders Ltd. has closed its transfer by many investment restrictions, he did not like the way shareholders of listed company shares as easily through the transfer of shares and withdraw from the company, when the company's deadlock is difficult to protect the interests of minority shareholders. In this regard, the "Company Law" Article 75 lists the three cases, shareholders may request the company to purchase its investment, withdraw from the company, and the shareholders' meeting resolution within sixty days of the shareholders and the company can not reach a share purchase agreement shareholders may from the date of the shareholders' meeting within ninety days of the adoption of the resolution brought before the people's court.
Fourth, the shareholder representative litigation provisions. "Company Law" Article 152 stipulates that when the company directors, senior executives, managers and other violations of the company's equity, and the company will not be held, the shareholder may apply to the people's court in order to protect their own interests and the company changed the original "company law "Article 111 of the awkward situation, the judiciary deal with such cases provides a clear legal basis.
Second, the rights of shareholders
First, the right to know.
"Company Law" Article 34, shareholders have the right to consult and copy the articles of association, general meeting of shareholders (shareholders) meetings, board meetings resolutions, resolutions of the Board of Supervisors meeting and financial reports; Shareholders may request to consult the accounting books. Article 146 provides that a listed company must be in accordance with laws, administrative regulations, and regularly make public its financial status, business operation and important lawsuits, in each fiscal year financial reports published twice a year.
Second, the right to convene the shareholders' meeting.
"Company Law" Article 41 stipulates that "the board of directors or the acting director is unable to perform or not to perform to convene a shareholders' meeting duties by the board of supervisors or not the supervisor of the company to convene and preside over; the board of supervisors or the supervisor does not convened and chaired represents the 10 more of the voting shareholders one-half free to convene and preside over "in addition, Article 102 states that" the Board is unable to perform or not to perform Conference duty to convene the shareholders' meeting, the Supervisory Board shall promptly convene and preside over; the board of supervisors does not convene or preside consecutive nine more than ten separately or aggregately holding 10% or more of the shares may convene and preside over their own. "
Third, the proposal right.
"Company Law" Article 103 stipulates that "alone or shareholders together holding 3% or more of the shares, the shareholders' meeting can be held in ten days to submit an interim proposal and submitted in writing to the Board of Directors; the Board shall notify within two days after receipt of the proposal other shareholders, will be submitted to the general meeting of the interim proposal. "this provision makes the minority shareholders to submit questions which concern the discussion meeting of shareholders, to achieve participation in company decision-making, supervision, and help raise the minority shareholders at the General Assembly the initiative, in order to avoid its passively procedure, the vote became Peizuo and bullied by.
Fourth, the question right.
"Company Law" Article 151 stipulates that "the shareholders 'assembly demands a director, supervisor or senior manager to attend the meeting, the directors, supervisors and senior management personnel shall attend the shareholders' questions."
Fifth, the Dissenters claim.
"Company Law" Article 75 and 143 provides the Appraisal Rights objection to shareholders, the company, the shareholders or the shareholders' meeting for shareholders to make merger, division dissent resolution, etc., may require the company to acquire its holding fair and reasonable price the shares of the company.
Third, the obligations and responsibilities of the controlling shareholder
First, the prohibition of abuse of the rights of shareholders controlling shareholder. "Company Law" Article 20 stipulates that "the shareholders of the Company shall abide by laws, administrative regulations and articles of association, the exercise of shareholders' rights according to the law, not abuse the rights of the interests of shareholders or other damage to the company's shareholders; shareholders abuse the rights of shareholders to the company or other shareholders caused losses, shall bear the liability. "
Second, the introduction of Denial System. "Company Law" Article 20 of the introduction of the common law of Corporate Personality Denial System (ie, piercing the corporate veil system): "misuse of corporate shareholders and limited liability of shareholders independent status, avoid debt, seriously harm the interests of creditors of the company shall jointly and severally liable for the debts of the company. "
Thirdly, ban the use of its controlling shareholder association harm interests of the company. "Company Law" Article 16 stipulates that a company guarantee to a shareholder or actual controller, actual controller must be approved by the shareholders' General Assembly resolutions, the shareholders or by the preceding paragraph shall be governed shareholders abstained from voting. Article 21 states: "The company's controlling shareholder, actual controllers, directors, supervisors and senior management personnel shall not use their association harm interests of the company in violation of the preceding paragraph, causing losses to the company, shall be liable for compensation.."
4. Investors (shareholders') interests of judicial relief mechanism
First, to establish a direct shareholder litigation.
From six "Company Law" Article 22 stipulates that "the shareholders' general meeting of the Board of Directors convened procedure, voting in violation of laws, administrative regulations or the articles of association or the resolution in violation of the Articles of Association, the shareholders may be made from the date of resolution ten days, request the court to revoke. "new" company law "Article 153 stipulates that" directors, senior management personnel violate laws, administrative regulations or the articles of association, harm the interests of shareholders, the shareholders may bring a lawsuit to the people's court. "
Second, the introduction of shareholder representative lawsuit system.
"Company Law" Article 152 of the Shareholder Derivative Suit System (also known as shareholder derivative litigation), namely directors, supervisors and senior management, infringement of legal rights, damage caused to the company shareholders, limited liability company, shares Ltd. hundred and eighty days in a row above the shareholders separately or aggregately holding more than one per cent of the shares, the right to sue the company for the benefit of their own behalf directly to the people's court.
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