The Research Of Protection Of The Rights And Interests Of Shareholders In Company Liquidation System

With the development of market economy,the company as a product of market economy,become the important tools for people in the pursuit of the interests of in specific economic environment.Company is more than just an economic term,it has more legal fiction personality,as a man's life,it also experience from the establishment,management and the process of dying.Under the current legal environment,a set of complete law system should include the following contents:the establishment of company system,the company's operating system and the company's exit mechanism.At present our country related legal norms against the establishment and operation of the company is sound,but still has many problems for the company's exit regulations.Company as investors seek interests,it was set up on strong purpose and dependency,as decision-making rights of investors become controlling shareholders'profit tools,other shareholders' rights and interests are ignored,becoming a victim of controlling shareholders.As the company dissolved into liquidation phase,controlling shareholders use their control status,controlling of the company's financial information and the process of liquidation,part of the protection of the shareholders' equity facing greater difficulties.Our current company law for company shareholder rights protection in the bankruptcy liquidation is not enough,did not reflect specific protective regulations.In practice,shareholders in the liquidation rights infringed upon,to seek judicial protection also because there has no relevant provisions in a dilemma.In this paper,based on the above background,using the form of legal interpretation,the comparative analysis of law,first from the relevant provisions of company law in our country through legal interpretation method in this paper,the provisions in China's internal and purpose,and found that the existence of the company law of our country about the present situation of the lack of protection of shareholders' equity in the liquidation,the reference in other developed countries of the existing protection mechanism,by comparing the implementation in China and the study of the shareholders' rights and interests protection system of the company liquidation and perfect.In this paper,the body of a total of five parts,the main content is as follows:The first part introduces the author's writing intention and articles on how to construct the overall.The second part of defining the protection of the rights and interests of the shareholders in the company liquidation related concepts and basic theory.the author made clear the connotation of company liquidation system,classifying the types of liquidation,for the below problems to distinguish different types of liquidation;to define shareholder rights,indicates that what kind of shareholders is the main part of the protection and the protection of this kind of subject which rights;from theory to lay the theoretical basis of shareholder rights and interests protection,through the balance principle of shareholders' rights,the controlling shareholder honesty obligations,the principle of effective supervision and build a shareholder rights protection system.Finally introduced the our country law the relevant provisions on the protection of the rights and interests of shareholders in company liquidation.Beginning from the third part of our company liquidation system,through the whole process of liquidation behavior,lack of shareholders in the process of company liquidation right or rights damage problem,analysis of the insufficient protection of the shareholders' rights and interests of our company liquidation.First start liquidation phase,the qualification of shareholders lag,application standard not clear;The second phase to form a liquidation group,the shareholder is not specified,alteration,dismissal,the rights of the members of the liquidating committee;The third liquidation,the controlling shareholder control process of liquidation,the abuse of control of infringement of the other shareholders' right to know and the residual property division,shareholders liquidation scheme for the lack of confirmation of rights;Fourth the whole stage of liquidation,the shareholders the right to dissent liquidation effectiveness is not perfect,including the subject qualification,recovery of illegal liquidation and liquidation action difficulties,lack of the shareholder representative litigation rules.The fourth part mainly analyzes other countries legislation regulations for protection of shareholders' equity in the company liquidation.For reference from two aspects,on the one hand,is a common law countries,on the other hand is magnanimous law countries.By comparing foreign emphasis on shareholders' duty of loyalty and balance the company's internal governance structure has the very big advantage,and abroad for shareholders' rights established perfect after the lawsuit relief means.Based on our country's economic development and legislative basis,through the analysis of reference in order to improve the system of company liquidation shareholders rights protection in China.The fifth part mainly consummates our country protection of the rights and interests of shareholders in company liquidation system suggestion.In clarifying the actual state of legislation in the relevant laws,on the basis of fully draw lessons from foreign experience in legal,personally think that should be improved from the following four o 'clock.A,the regulation of the clear start liquidation;Second,confirm the shareholders of the liquidation group form,discharge related rights;Three,the shareholders in the liquidation 'right to know,voting power to exercise;Four,establish shareholders for liquidation of objection lawsuit system.he innovation of this paper throughout the liquidation procedures,through the law combined with practice,comparative analysis at the same time corresponding provisions from country to country.Insights raise the shareholder lawsuit of the building in order to realize the protection of the shareholders' equity.