Legal Cognizance Of Abuse Of Position By Controlling Shareholders Of Limited Liability Company ——Take The Case Of A Company In Chengdu And Sun And Other Disputes That Harm The Interests Of Shareholders As An Example

In the life of a market economy,the rights and interests of small shareholders are basically infringed by the controlling shareholders of the company.The controlling shareholders can easily turn their will "legitimate" into the company’s resolutions in order to obtain benefits by using their superior position.The minority shareholders of limited liability companies are the most severely affected group,and because of the lack of corresponding exit mechanisms and effective legal remedies,minority shareholders can often only be "locked in"（1）.To "unlock" minority shareholders from a legal perspective,we must first establish a judicial identification system for the abuse of shareholder rights by the controlling shareholder of a limited liability company.The main body of this article is divided into three parts to discuss the judicial determination of the abuse of shareholder rights by controlling shareholders in limited liability companies.The first part includes introduction and case introduction.The introduction briefly expounds on the purpose and significance of the research of this paper,and explains the difficulties and innovations of this research.In the case introduction,it explains the basic situation,court opinions and judgments of the selected cases in this article,summarizes the focus of disputes in the case,and introduces the different views held by the parties in the case,which lays the foundation for the specific case analysis later.The second part is the case analysis.This part reviews and analyzes the controversies listed in the previous section one by one.Under each controversial focus,various legal concepts involved in the interpretation of academic theories and practical judgments are combined and the author’s viewpoints are explained,striving for both theoretical analysis and practical discourse.The author proposes that judicial determination should essentially examine four factors,namely,whether it has the status of controlling shareholder and exercises its rights under the procedures;whether it infringes the legitimate rights and interests of other shareholders;whether it is a legitimate business purpose and conforms to the principle of proportionality;whether the result of the infringement and the abuse of rights are causal.The return to the case holds that in this case,Sun has the status of a controlling shareholder of Company A.Although his behavior of increasing capital at a low price and sharing the accumulated profits before the capital increase is legal in form,it actually violates the legitimate rights and interests of the small shareholders of Company P and is not in line with legitimate business.The principle of purpose and proportionality,the result of the infringement has a causal relationship with the abuse of rights,so it constitutes the abuse of shareholder rights by controlling shareholders.Regarding the second focus of the dispute,the author believes that Sun should bear civil liability for compensation,and the scope of compensation should include the direct profit loss and foreseeable economic loss of P company.At the same time,after reviewing the court’s judgment,it was pointed out that in order to respond to the different demands of small shareholders in real economic life and the different circumstances of specific cases,the controlling shareholders of limited liability companies should not only abuse their shareholders’ liability for compensation.The law should provide small shareholders with more Relief options.The third part is thinking about suggestions.Based on the cases described in this article,the author combined with the relevant judicial judgments of the Supreme People’s Court retrieved to abstract the general rules for judicial determination of the abuse of shareholder rights by controlling shareholders.On the basis of resolving the judicial determination,it is proposed that the judicial rules should be appropriately changed in the judicial trial,and the diversified remedies should be provided to the minority shareholders who have been infringed.