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Research On The Responsibility System Of The Shareholder

Posted on:2011-10-31Degree:DoctorType:Dissertation
Country:ChinaCandidate:X SuFull Text:PDF
GTID:1116360332456685Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The establishment of the company personality independence and the shareholder limited liability, symbolizes that the success construction of the modern company system. The company has already became one of the most active investment tools which the investor most favor to, the investor invested to the company at the loses of the property rights in order to become the shareholder who would gain the company stockholder's rights, the rules of the stockholder's rights became the bridge which connected the shareholder and the company. This article mainly concentrated on the research of the responsibility system of the shareholder, simultaneously gave the same attention to the consideration and the construction of the duty of the shareholder. The shareholder responsibility refers to the time when the shareholder violates the corporate law or the shareholder duty which establishes based on the corporate regulation, according to the corporate law or the corporate regulation, the corresponding legal liability which the illegal shareholder and the company other shareholder should undertake. This article took the civil liability of the limited liability company shareholder's as an angle of view, the corporate law which established shareholder duty as the guide, revolving the invest responsibility of the shareholder, the responsibility of the abuses of the shareholder right, the responsibility of the liquidation of shareholder and so on three major stockholder responsibilities to launch the system research.The first chapter is about the analysis through legal principles of the shareholder responsibility. Firstly, carries on the related concepts to the shareholder responsibility system, and compares the differences between shareholder responsibility and the related concepts, in order to make a better understanding of the shareholder responsibility. Secondly, carries on the discussion of the legal principle the shareholder responsibility, and promulgates system basis of the shareholder responsibility. Thirdly, proves the system value of the shareholder responsibility system, and proposes that the balance of fair and the efficiency, the balance of the order and free, the balance value theory of the limited liability and the unlimited liability.The second chapter is about the shareholder responsibility of violating the investment duty. Firstly, defining the boundary to the shareholder invest duty, and carries on the essential regionalization to the investor duty and shareholder's investment duty. Secondly, aiming at the different types of responsibilities of shareholder, taking the nature of the investment duty as the basic point, finally have a clear understanding of the nature by shareholder's responsibility. Thirdly, taking the body of responsibility and object of responsibility as two ways, finally define the nature of investment by shareholder. Fourth, taking the nature of investment responsibility as the basis, finally consider the forms of the investment responsibility by shareholder. Fifth, taking the relief way of the shareholder's invested responsibility,responsibility principle,the effectiveness period as the angle of view to analyze the investigation mechanism of the responsibility by shareholder.The third chapter is about the shareholder responsibility of the violation to the forbidden of right abuse. Firstly, taking the trust principle, the company contract theory, the personal nature of the limited liability company as the angle to talk about the justice of right abuse forbidden. Secondly, take the abuses of the concrete shareholder right and non-concrete shareholder right as two ways to talk about the modus to the right abuse. Thirdly, as the consideration of scholastic world define the abuses of the right and define the situations of responsibility to the abuse of shareholder right. Fourth, take our country Present Corporate law as the foundation; define the main ones who abuse the rights. Fifth, as the consideration of the forms of right abuse, talk about the forms of responsibility of the right abuse. Its six, separately through the relief way, presented evidence to the responsibility, the effectiveness rule and so on to talk about the relief way of the responsibility to the shareholder right abuse.The fourth chapter is about the shareholder responsibility which violates the liquidation duty. First, as the consideration of liquidated mandatory and duty of the liquidated one and define the liquidation boundary of shareholder. Secondly, as the consideration of main responsibility body of the shareholder liquidation, define the responsibility body and the responsibility object. Thirdly, is clear about the shareholder responsibility form, including liquidation responsibility of the organization, the responsibility of paying off, and the compensation responsibility and so on three kinds of types. Its fourth is about as the basis of corporate law and the practice to consider the relief mechanism of liquidation responsibility.Fifth chapter is about the perfection and the imperfectness of the shareholder responsibility system. Firstly, mainly define the border area of violating the investment duty, improve the main responsibility body structure of shareholder investment, rich the responsibility form of shareholder investment, constructs the responsibility relief mechanism of shareholder investment in order to improve the responsibility system of shareholder investment. Secondly, mainly through the improvement of the voluntary system of forbids the shareholder right abuse, improve the main body structure of shareholder right abuse, rich the forms of responsibility, the refinement responsibility relief mechanism of shareholder right abuse and so on to improve responsibility system of the shareholder right abuse. Thirdly, construct the responsibility system of the shareholder liquidation.
Keywords/Search Tags:Limited Liability Company, Shareholder Right, Shareholder Duty, Shareholder Responsibility, Shareholder Lawsuit
PDF Full Text Request
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