Research On The Protection Of Shareholders' Rights And Interests In The Division Of Companies

As a method of corporate reorganization,company separation,will greatly improve the company's operating efficiency.But company separation as a fundamental organizational change of the company will inevitably have a significant impact on shareholders' equity.Enhancing protection for shareholders has important theoretical and practical value.Therefore,on the issue of the protection of the rights and interests of the company's separated small and medium shareholders,this article focus on discussing the following parts:The first chapter is for raising questions.This chapter first analyzes the nature of company division which is no matter what type of company division is,it is always the division of the assets and the successive company to distribute the consideration to the shareholders of the divided company.Secondly,based on the essence of the company and the motivation of the company's separation,the core of the protection of the shareholders 'rights in the company division is that the value of the shareholders' equity will not depreciate due to the company's division.Finally,by analyzing the important position of the shareholders 'meeting in the company's division,we can conclude that the shareholders' meeting system is an implementation mechanism protecting the shareholders 'equity value and rights in the company's division.Therefore,the core of this article is by improving the shareholders' meeting system to achieve the goal of protecting shareholders' rights and interests in company division.The question answered in Chapter 2 is how to ensure that shareholders receive notice of the meeting before the shareholders 'meeting and timely grasp the accurate,complete and true information related to the company division.In the pre-preparation stage of the meeting,the protection of shareholders' rights and interests mainly starts from three aspects.First,ensure the authenticity and completeness of the separation information by specifying the necessary recording items of the separation plan and introducing independent expert reporting system;Second,protect the shareholders 'right to participate shareholder meeting and have enough votingpreparation time by imposing on the company prior notification obligation;Finally,through the establishment of prior information disclosure obligation in company division,shareholders can obtain company division drafts and related auxiliary information before the meeting.Chapter 3 focuses on solving the problem that when the law does not provide sufficient relief to shareholders 'rights and interests,shareholders can use the proposal right to create more protective measures for themselves.This chapter begins with two cases in the Chinese Judgment Documents Network,which shows the limitation of the protection of shareholders' rights in the company division under the company law.Secondly,the resolution measures for the disputes in these two cases are proposed,but both these two resolution measures need to be proposed by proposal right,which leads to the importance of shareholder proposal rights in the protection of shareholder rights in the company separation.Finally,suggestions are proposed for perfecting the problems existing in the shareholder proposal system in reality.The question answered in Chapter 4 is how to protect the voting rights of shareholders in company divisions.The two core issues are the scope which shareholder meeting can decide and the decision rules of the shareholders 'meeting.First of all,the specific decision-making matters of the shareholders' resolutions vary under different types of company divisions.Secondly,majority decision rule will lead to "the tyranny of the majority",so amendments of the special majority voting rules are needed.Amendments relate to voting rules of the shareholders of the class,the voting rules when there are related shareholders and the non-proportionate distribution.The fifth chapter mainly discusses remedies if there is a flaw in the resolution of the shareholders' meeting under the company division which includes non-litigation and litigation relief.Non-litigation relief measures include withdrawal of the resolution,recognition and exemption from defects in the convening procedure.Litigation relief mainly considers how to link the lawsuit of flawed resolutions with the separation invalidation litigation system in foreign legislations in order to make up for the shortcomings of the lack of a separate invalidation litigation system in China.The key question is whether flaws in the company's separation draft will result in the resolution being revocable or non-existent or invalid,and whether it is necessary to limit the period of prosecution.