MBT schuhe bset On improving the new -

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On improving the new

Abstract This paper introduces the development of the Shareholder litigation process,[link widoczny dla zalogowanych], the specific content and meaning, and pointed out the existing shareholders on behalf of our litigation system problems, that should give full play to the role of shareholder litigation on behalf of, many aspects yet to be perfected.
Key words new ) to the Beijing High Court sued the company Hongda Group medium-term borrowing 164 million in restitution and take the loss of interest. December 2005's Court: Qingdao Hongda Millennium Sports Entertainment Co., Ltd., Sichuan Hongda (Group) Co., Ltd company to repay 164 million in the third medium-term and interest, which marks the medium and small shareholders the long-awaited shareholder representative Litigation was finally recognized. Since January 1, 2006 came into effect on shareholders, Ltd. 180 consecutive days or more separate companies together hold more than 1% of shareholders entitled to benefits for the company in their own name directly to the people's court proceedings. China's capital market, the major shareholders of listed companies against the interests of the common. Occupied by major shareholders of listed companies only in respect of funds for the second half of 2002 a total of 676 listed companies was 96.6 billion yuan of funds substantial shareholders in mid-2005 is 480 billion. However, due to the strength of listed companies in China's ownership structure and clear the absolute control of the status of major shareholders of listed companies is unlikely to sue its own shareholders to compensate the loss of large,[link widoczny dla zalogowanych], medium and small shareholders and naturally can not be guaranteed, thus a can not bite their own nose, but the law and people bite their own nose, Therefore, the new A shareholder litigation on behalf of the development and significance of due to intense market competition and constant corporate mergers, the increasing scale of modern companies, increasing the number of shareholders, the company operating manage increasingly complex and specialized, the shareholders of the company's specific business to be handed over to professional managers. Correspondingly, there were two phenomena: First, the power configuration within the company, there will be centered by the shareholders to the board centered change, leading to expansion of the Board the right to form a senior management staff of the independent interest groups,[link widoczny dla zalogowanych], This may be the interests of senior management of the case of damage to the company. Second, starting from the company was founded, there is a large company to shareholders and minority shareholders of contradictions. Major shareholders to use its controlling position, through damage to their own benefit corporate interests, the minority shareholders thus compromised. For example, in the above-mentioned interim v. Hongda Group minority shareholders in the case of loans, the company's major shareholders as an interim,[link widoczny dla zalogowanych], HTC Group, through credit transfer agreements and continue to borrow, once occupied by nearly 3 billion medium-term corporate funds, medium companies account for almost half of registered capital. Major shareholder of the company due to the control, they can not bring an action against the controlling shareholder, a phenomenon undermines the rights of shareholders, is not conducive to the healthy development of the business community, it requires a corresponding adjustment mechanism of justice, which the Shareholder litigation came into being. Shareholder lawsuit, also known as derivative litigation, shareholder litigation of subrogation, when a company's legal rights have been violated, particularly with control by shareholders against directors and other management personnel, and the company was delayed in prosecution, the company's Shareholders can sue in their own name, but attributed the company received compensation for an action form. Shareholder representative litigation began in the United Kingdom, Foss v. Harbottle in 1843 (Foss V. Harbottle) case and the 1864 East Pandora Lead Mine, Inc. v. Marinelli Weize case the rules established in Foss V. Harbottle and its exception to the rule Second, the shareholder litigation on behalf of the specific content of 1. Prosecution of the eligibility of the shareholders. Most countries shareholder representative plaintiffs will limit the scope of shareholders. In theory, each filed on behalf of the shareholders should be entitled to a right of action,[link widoczny dla zalogowanych], but in order to prevent individual shareholders the right to bring proceedings on behalf of abuse, to prevent useless litigation affecting the company's normal operations so that damage to the interests of shareholders, countries are on plaintiffs that filed suit on behalf of certain shareholders eligible conditions. U.S. law, a shareholder lawsuit filed on behalf of the defendant must act against the company's implementation of the decision until the proceedings are continuing with the company when the stock (that is also owned shares in principle). Japanese Commercial Code provides that a shareholder lawsuit filed on behalf of holders of shares must be shareholders of more than 6 months. Taiwan's Company Law, a shareholder lawsuit filed on behalf of the company must hold the total number of issued shares of more than 5% share. China's new restrictions. 2. Shareholder suit filed on behalf of the reasons. There are two situations around the world: one represented by the United States, which represents the company's own litigation and scope of the right to bring the same lawsuit. Those who enjoy the right to appeal in accordance with law, as long as the company unjustified refusal or lazy to exercise, with the statutory requirements on behalf of the shareholders may bring lawsuits; other areas of Japan and Taiwan as the representative, the representative action only to the extent the object of Directors responsibility. According to China's new  the articles of association or the damage caused to the company; infringement of lawful rights and interests of the company caused losses to the company; stock company's board of directors violates laws, administrative regulations or the articles of association, the shareholders of General Assembly resolutions causes any serious damage; listed company board of directors relent in the exercise of the directors, supervisors and senior management, listed companies held more than 5% of short-term transactions fall under the right of the shareholders, the shareholders may be brought on behalf of proceedings. 

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