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Research On The System Of Directors' Voting Rights Avoiding

Posted on:2010-05-20Degree:MasterType:Thesis
Country:ChinaCandidate:J Y LuoFull Text:PDF
GTID:2166360275481615Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The system of directors'voting rights avoiding is that when a director has a special interest in the discussed matters at the board meeting, the director or his agent shall neither exercise the right to vote on the discussed matters nor act as an agent for other directors to exercise their voting rights. From the concept, origin and evolution of the system of directors'voting rights avoiding, it possesses the following legal characteristics: the particularity of principal part, the exception of causes and conditions, the enforceability of rules and regulations, and the uncertainty of behavior effectiveness. The system of directors'voting rights avoiding is an important component of the system of company voting right avoiding which is composed of the avoiding of both directors'and shareholders'voting rights. The system of directors'voting rights avoiding, which is contradictory to the system of directors'voting rights outwardly, is actually a limitation to the directors'voting rights, which prevents the controlling shareholders and the association of directors from abusing their voting rights to damage the legitimate rights and interests of the company and the small and medium-sized shareholders. In the modern market economy, in addition to the company manager, the director at the same time is an economic individual, so inevitably there will be conflicts between the company's interests and that of the individual. When the director lays particular stress on personal interests in exercising the right to vote, it is bound to affect the interests of the company. To ensure the sound running of the system of directors'voting rights avoiding, the startup procedure of the system, the cognizance and disposing procedure and the resolving procedure of disputing ought to be designed logically so that they can guarantee the legal effectiveness of the avoiding actions. Once the system has flaws in the implementing process, we can rectify them with the systems of"invalidation action","reversibility action","shareholders'derivative action","shareholders'direct action","the claim right to the company dissolution", and"the compensation for damage". This system should be used for reference and transplanted by the Chinese Corporation Law. It can prevent the association of directors from abusing power and opportunities to damage the interests of the company. In addition, it will have a very important practical significance to improve the system of company management, especially the system of board of directors.
Keywords/Search Tags:Directors, Directors'Voting Rights, Directors'Voting Rights Avoiding, Related Directors
PDF Full Text Request
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