Research On Legal Issues Of Shareholder Agreement Governance

Under the background of the poor corporate governance structure,the rise of corporate contract theory,and the continuous optimization of the business environment,the shareholder agreements have gradually become an important tool for corporate governance in China.Shareholder agreements affect all aspects of corporate governance.Based on the logic of the company’s existence,from the establishment of the company to the operation of the company to the dissolution or liquidation of the company,the focus and content of the shareholder agreements in different periods are different.Not only the number of cases related to shareholder agreements is increasing year by year,but judicial adjudication differs more prominently.However,Chinese current corporate laws have not given sufficient attention to shareholder agreements,and judicial judgments have divergent views,and theoretical research is also weak.The formation of the current state of corporate governance in my country has its profound historical reasons,and the legislative models of shareholder agreement systems in various countries have their own advantages and disadvantages.Both the shareholder agreements and the articles of association are contracts and both have legal effect on the organization;Shareholder agreements and resolutions are separate legal acts,each with its own unique value.Caution should be maintained for nonunanimous shareholder agreements.Make it clear that shareholder agreements are no substitute for governance.Adhere to the different positioning of shareholder agreements,articles of association and resolutions.Handle specific conflicts between shareholder agreements,articles of association,and resolutions.Clarifying the source of corporate power is the starting point of standardizing shareholder agreements’ governance.It should be clear that the power of the company comes from the shareholders’ possession or control of the company’s resources.This provides strong support for the company model centered on shareholders’ meeting and it is also a strong response to views that question the validity of shareholder agreements.Shareholder agreements in line with the wave of deregulation of global corporate law.The Company Law,which is about to face a new round of revision,should recognize the organic law effect of shareholder agreements in limited liability companies and pay attention to protecting the core rights of shareholders,and strengthen the publicity of shareholder agreements and the protection of third parties.This article is divided into three parts.The first part discusses the basic theory of shareholder agreements’ governance.First,the concept and legal nature of the shareholder agreements was clarified.Secondly,the background of corporate governance of shareholder agreements is described.Finally,starting from company practice,conduct an empirical analysis on how shareholder agreements affect corporate governance,which lays the foundation for subsequent research.The second part firstly analyzes the theoretical predicament of the shareholder agreements,straightens out the internal logic of the shareholder agreements producing the effect of the organic law,and sublates some viewpoints.producing the effect of the organic law,and sublates some viewpoints.Then we expound the thinking on the formation of the current situation of corporate governance.Finally,from the perspective of comparative law,we focus on reviewing the shareholder agreement systems in the United States,the United Kingdom,Canada,and Germany,and summarize the pros and cons of the reform of shareholder agreement systems in these jurisdictions.The third part explores the normative path of shareholder agreements governance.First,we demonstrate from a multidisciplinary perspective that corporate power derives from shareholders and thus respond to views questioning the validity of the shareholder agreements.Secondly,we clarify the relationship between the shareholder agreements,articles of association and resolutions.Finally,based on the above-mentioned understandings,this paper puts forward the tentative idea of constructing the framework of Chinese shareholder agreements system.