Study On The Governance Of Shareholders’ Agreement

Shareholders’ agreement refers to the agreement signed between shareholders on corporate governance or rights and obligations between shareholders,which has direct or indirect impact on corporate governance.Although the system of shareholders’agreement has not been stipulated systematically in our country,it has become a common social and economic activity.Shareholders’ agreement,together with company law,articles of association and resolutions of shareholders’ meeting,constitutes the important basis for corporate governance.However,the shareholders’agreement often conflicts with the company law,the articles of association and the resolutions of the shareholders’ meeting,which reflects the irregularity of the shareholders’ agreement in the process of corporate governance.Therefore,based on the study of the theory of shareholders’ agreement governance,this paper hopes to provide some ideas for regulating the shareholders’ agreement governance company in China,with the reference of the American shareholders’ agreement system,in order to benefit the further development of the shareholders’ agreement system and the company in China.This paper consists of six parts including introduction and conclusion.The introduction firstly points out the reasons for the topic selection and the problems that need to be studied,next further clarifies the research scope of this paper,and then makes a more detailed introduction of the current situation of legislation,and finally puts forward the research methods of this paper concisely.The first chapter analyzes the role of shareholder agreement in corporate governance.First of all,on the basis of summarizing the concept and nature of the shareholders’ agreement in the theoretical circle,the author puts forward the author’s understanding of the concept and nature of the shareholders’ agreement;next,it makes a general classification of the content of the shareholders’ agreement,and puts forward the practical needs of the shareholders’ agreement to govern the company;then,it thinks about the theoretical sources of the shareholders’ agreement to govern the company,and looks for the theoretical basis for shareholders’ agreement governance the company;finally,clarify the function and significance of shareholders’ agreement in corporate governance.The second chapter focuses on the irregularities of shareholders’ agreement in corporate governance,that is,the conflict between shareholder s’ agreement and other corporate governance rules and the rules for dealing with them.First,as the fundamental requirement and the basic rule of corporate governance,the rules of corporate law can be divided into mandatory provisions and arbitrary provisions,respectively analyzing the impact of mandatory provisions and arbitrary provisions of corporate law on shareholders’ agreement and the handling rules in case of conflict.Second,the articles of association,as a constitutional provision of corporate autonomy,discusses the conflict between the articles of association and the shareholders’ agreement and its handling rules based on the analysis of the relationship between the articles of association and the shareholders’ agreement.Third,the resolution of the shareholders’ meeting and the shareholders’ agreement reflect the autonomy of the company from the micro level.Based on the analysis of the relationship between the resolution of the shareholders’ meeting and the shareholders’ agreement,further study the handling rules when the shareholders’agreement is inconsistent with the resolution of the shareholders’ meeting.The third chapter mainly discusses the application of shareholders’ agreement in the United States,and puts forward the reference experience of the system of shareholders’ agreement in China.In the judicial practice,American shareholders’agreement system has experienced the process from affirmation to denial and then to affirmation of the effectiveness of shareholders’ agreement.In the process of understanding the American shareholders’ agreement,we find the isomorphic factors and commonness of the shareholders’ agreement system,and understand the differences and the logic behind them,which is a useful discussion for regulating the shareholders’ agreement governance in China.The fourth chapter tries to find the appropriate way to regulate the shareholders’agreement governance of the company.First of all,on the basis of reference to the American shareholders’ agreement system,we should build the shareholders’agreement system in China to provide institutional space for the development of the shareholders’ agreement;then,we should return to the shareholders’ agreement itself,make clear the differences between the shareholders’ agreement and other corporate autonomy rules on the basis of a correct understanding of the nature of the shareholders’ agreement,accurately identify the shareholders’ agreement and other corporate governance rules,and apply their mechanisms.Finally,to promote the coordinated development of shareholders’ agreement and other corporate autonomy rules belongs to a more stable arrangement,and strengthen the liability for breach of shareholders’ agreement.The last part is the conclusion of this paper,which puts forward the shortcomings on the basis of summarizing the viewpoints and main ideas of this paper.