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Research On Litigation System Of Company Compulsory Profit Distribution

Posted on:2021-01-02Degree:MasterType:Thesis
Country:ChinaCandidate:Y M WangFull Text:PDF
GTID:2416330602976320Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Under the three principles of capital invariance,capital maintenance and capital determination in the company law of civil law system,it is also a basic principle of the company law that shareholders cannot withdraw their capital contribution.However,it seems to be a challenge to the principle that the law stipulates that dissenting shareholders have the right to request share buyback.It can make it necessary to amend the basic principles of the company law and set up a new right,and the dissenting shareholder's right of repurchase must have its special existence value.Although the voting method of "capital majority principle" adopted by modern companies is conducive to improving the decision-making efficiency and operating ability of the company,it is also easy to lead to "majority tyranny" of large shareholders.For example,some large shareholders,in order to meet their own interests,rely on their own capital advantages,ignore the interests of small and medium-sized shareholders,and arbitrarily manipulate the company's investment plans and business policies.Therefore,in order to balance the interests of large and small shareholders,and give consideration to fairness and efficiency,the right of dissenting shareholders to repurchase their equity came into being.In order to be able to control the dissenting shareholders' right of share repurchase in more detail,this paper will only analyze the right in the limited liability company.Limited liability company is a kind of company form regulated by the company law of our country,because it is relatively closed and has strong human nature.If the small and medium shareholders want to quit the company,it is difficult to transfer to the outside world.In this way,these shareholders either passively accept the resolution of the shareholders' meeting or are forced to transfer their shares to other shareholders of the company at a low price.From this point of view,in a limited liability company,it is of great significance for the protection of the rights and interests of small and medium-sized shareholders that the law clearly stipulates that the dissenting shareholders have the right to request for share repurchase.Article 75 of the company law revised in 2005 provides for the right of dissenting shareholders to repurchase their shares.However,compared with other countries,the introduction of this right in China is relatively late,the legislative and judicial experience is relatively insufficient,and the legal provisions are too simple and general.In terms of the provisions on the application of the dissenting shareholder's right of request for share repurchase,this article only lists three kinds of application situations,and does not involve the determination of the reasonable price of share repurchase and how to exercise the right.This makes the dissenting shareholder's right to repurchase as an important remedy right of small and medium-sized shareholders,which can not be better exercised and give full play to its due effect.In order to further protect the legitimate interests of small and medium-sized shareholders,we can learn from their mature legislative experience on the basis of reviewing the provisions on this right in foreign countries,and at the same time,combine with the judicial practice of our country,improve the relevant legislation on this right in our country.In terms of application,the application of the right can be widened appropriately,and the application of the law can be improved,such as The "main" in the "main property" shall be clearly defined;in terms of the application of specific procedures,the exercise procedures of the right to repurchase the equity of dissenting shareholders shall be detailed,such as clearly defining the determination method of "reasonable price",the specific time when dissenting shareholders request the company to repurchase the equity and the disposal method of the equity after the company makes the act of repurchase the equity.
Keywords/Search Tags:Limited liability company, dissenting shareholder, right to request for share repurchase, Expectant interest
PDF Full Text Request
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