Uk Companies Act Unfair Prejudice System

Unfair prejudice system imperial Company Act system of relief one of the most important, the maintenance of its equity has played an irreplaceable role. According to the United Kingdom Companies Act 2006 the provisions of section 994, unfair prejudice means: the company's affairs are being or have been unfairly damage the company all or part of the members (including at least his own) interests manner; or current or proposed The company acts or omissions (including on behalf of the company's act or omission) already exist or will be produced is not fair. Major shareholders control shareholder status based on their behavior against the interests of minority shareholders, both violations of shareholder right's behavior and actions including against the interests of shareholders, but also include the reasonable expectations of the behavior of frustrated shareholders, this system has the broad, abstract scope of the concept. Good legal protection of minority shareholders, the system can better protect the rights of minority shareholders, and enhance the confidence of small investors, and investment enthusiasm; also can regulate corporate governance, corporate governance structure optimization, the promotion of economic prosperity.Unfair prejudice system is more convenient for shareholders to provide remedies. In China, although the Company Law gives shareholders derivative actions and individual right of action, but the action was harsh, can not fully protect the interests of shareholders. In this context, research on the United Kingdom Companies Act system of unfair prejudice Legislation for our company to provide a system of thinking and improve legislation for reference, this is the practical significance of this research. At the same time, the United Kingdom Companies Act 2006 Amendment also provides a time of this writing, research value. Besides the introduction and conclusion, this thesis will be divided into four parts. Part one, Unfair prejudice in the history of evolution. Before the practice of the UK Companies Act of 1948, case law on strict compliance with the "majority rule" to limit shareholder litigation, which is called "Foss rule". With the company's operations and development, legislation is more concerned about the importance of protection of minority shareholders rights. Unfairly prejudiced the system is gradually and increasingly improved by three law committees. Eventually formed the current United Kingdom Companies Act to protect minority interests is one important system.Part two, the system unfair prejudice structural analysis. Unfair prejudice to this law the term has no definite idea. Some scholars believe that should not be unfairly prejudiced the definition of the concept does not exist, it is only to determine whether the conduct constitutes an unfair prejudice criterion, but some scholars have held a negative attitude, that established the concept of unfair prejudice of considerable significance; with the existing company law jurisprudence, scholars try to conduct the type of unfair prejudice. More typically been excluded from the management shareholders, the directors of improper distribution or allotment of shares, a director of high pay and why he did not accrued dividend, improper management. "Unfair prejudice" the abstract concept of the decision that it could cover the broad content of the infinite, whereas the type of distinction between the concept of indirect fuzzy definite, the resulting direct consequence of the scope of the system will be bound; the abstract concept of unfair prejudice means vague, which leads to the system for the blind and unstable, just to overcome the drawbacks typed to the system applicable to the specific case of the process for the material to carry out detailed analysis, for the acts of unfair prejudice provide a similar pattern and relief example. As a result, accurately identifying the principle of unfair prejudice, standards and specific elements of the integration of abstract and concrete, complementary, so that the system is not only consistent with the applicable legislation aims to protect the interests of shareholders, while streamline the proceedings save litigation costsPart three, the unfair prejudice judicial relief system. As a statute on the system, the United Kingdom Companies Act for unfair prejudice system itself is designed more typical types of relief system, which is crucial for the court order issued share repurchases; in the litigation process, the company, shareholders and other speed shareholders or directors in the litigant's position there is a big difference of opinion, for the case, the demands and realities of binding characteristics of the case, clearly who participate in the proceedings position is very indispensable; as UK company law on parallel common law and statute law on the relief. Therefore, under the existence of two parallel legal systems overlap, cross the phenomenon that needs to be clarified and clearly; has been advocating for the independent management of British company law system, judicial intervention and taking on the appearance on the existence of discrete and conflict. In fact, the appropriate judicial intervention to protect and promote their own decisions is an important factor; for small closed nature of the company, the unfair prejudice the application of the value system is more significant. Judicial relief against the inherent problems of the five branches clearly explained with the considerable theoretical and practical value.Part four, China's company law review and thinking. To exam the shortcomings in our legislation on minority rights and litigation, we would see despite the enactment of the new Company Law to actively draw on the maturity of the company's legal system. Its still a lot of poorly between. If the company legislation ignored the company's standard technical factors, but provides for the right to repurchase request has not been as fully considered the principle of capital maintenance; legislation if the company is committed to protecting the original structure of company law. Many of the input, the rules can not achieve convergence and integration of organic, making system itself presents the logical structure of the discordant notes loose. In fact, the new Law on the Protection of minority rights is comprehensive; its biggest shortcoming is that between the various rules can not effectively follow the system and the lack of more detailed thinking. In all, the combination of the British system of unfair prejudice their own characteristics and the structure of our existing company law, company law provisions will be our modest reform, so that the unfair prejudice system can integrate into our company law and shareholder rights and company law and on relief related systems reflect each other in more efficient, powerful minority interests to maintain law net, perfect for our company law and shareholder rights is the significance of far-reaching and maintaining significant.