Legal Analysis Of The Case Of Investment Disputes Between Zhongji Company And Guodian Nanning Company

The implementation of the new "Company Law" in 2014 has transformed China's capital system from a relative handed over capital system to a fully handed over capital system,which has led to discussions on how China's capital system should be transformed.Under the legal capital system,due to the capital accumulation fund The vagueness of connotation and function has also made some shareholders of the company use the capital reserve as a tool for their unfair advantage.Although the 2014 Company Law made changes to the capital contribution system,the corresponding liability system for breach of contracted capital did not improve.With the change of the capital system,when the shareholders subscribed for capital,due to the gradual increase in the contradiction caused by the shareholders' right to request for profit distribution,in this case,one party claimed that the company's capital increase was flawed,and the profit should be distributed according to the subscribed capital.The resolutions of the company's resolutions and how to solve such problems are even more worth considering.In this paper,through the legal analysis of the disputes in the resolution of Zhongye Power Investment Co.,Ltd.v.Guodian Nanning Power Generation Co.,Ltd.,the three controversial focuses in this case are summarized.Through the analysis of the focus of the dispute,the reasons for the existence of the above problems are explored and analyzed.In conclusion,make sound recommendations on the above issues.For China's capital system,legislators should change their thinking and focus on the regulation of unfair practices of the company's stakeholders,reform the three principles of capital system,and strengthen the provisions of the current company law to protect the company's stakeholders.feasibility.Improve the capital-capital reserve system,emphasizing the attributes of the capital surplus,the “capital surplus,” and avoid the connotation of expanding the capital accumulation fund.The company's resolutions that violate the provisions of the "Company Law" made by companies that have controlling shareholders must be revoked in principle.However,without prejudice to the company's stakeholders,the company's resolution may be flawed simply because of lack of certain procedures.Its effectiveness is confirmed,but it should be made clear in the judgment that before the necessary procedures are corrected,it is not allowed to engage in relevant legal acts in accordance with the resolution of the company.The liability for breach of contracted capital is a necessary means to protect the company's creditors and other shareholders.In view of the current China's liability for breach of contracted capital,it should be clear that the defaulting shareholder shall bear the liability for breach of contract,grant the company's claim base to seek redress from the defaulting shareholder,and distinguish between capital-substantiated At the stage,with the principle of “loose before the tight,” it is even more necessary to clarify the status of the company's senior management in the capital-funded breach of contract and give the company executives the right to call the defaulting shareholders.