Research On Legal Issues Of Shareholders’ Agreement

Under the corporate reform idea that all countries in the world adopt the strategy of prioritizing SMEs,the governance structure of SMEs cannot be "stacked" or "children in adults’ shoes" like large companies,and SMEs need more flat What SMEs need is a flat governance structure rather than the hierarchical system of large companies.Therefore,although shareholder agreements are not yet systematically regulated in China,the use of shareholder agreements to govern companies has become a common socio-economic activity.Shareholders’ agreement is an agreement between a company and its shareholders or among shareholders on matters such as corporate governance or rights and obligations among shareholders,which has a direct or indirect impact on corporate governance.However,the conflicts arising from the intervention of shareholders’ agreements in the process of corporate governance highlight problems such as unclear boundaries between contractual rules and organizational rules,thus generating disputes and confusion over the governance of companies by shareholders’ agreements.In this regard,this paper expects to study the legal issues of shareholders’ agreement based on the national(regional)shareholders’ agreement system as a reference,to provide some ideas for the regulation of China’s shareholders’ agreement governance company,in order to benefit the further development of China’s shareholders’ agreement system and corporate governance.This paper is roughly divided into five chapters,which are structured as follows.Chapter 1,Introduction.It briefly describes the background and significance of this paper,analyzes the current status of domestic and foreign research and makes a general evaluation,and introduces the main research methods,innovations and shortcomings.Chapter 2,Overview of shareholders’ agreement.This chapter firstly starts from the definition of shareholders’ agreement by Chinese scholars,from which three elements are extracted to identify the concept of shareholders’ agreement,and introduces the system of shareholders’ agreement in the U.S.Model Commercial Companies Act and Delaware General Corporation Law,and uses it as a basis to typify shareholders’ agreement,dividing it by content,contracting time and contracting subject.Next,the theoretical basis of shareholders’ agreements is described,and the shareholders’ agreements have their rationality in the perspective of corporate contract theory,private law autonomy,incomplete contract theory and relational contract.Finally,because of the flexibility and secrecy characteristics of shareholder agreements,shareholder agreements are unique in facilitating corporate autonomy and preventing shareholder suppression in MSMEs.Chapter 3,the legal problems of shareholder agreements in China.Based on the statistical analysis of shareholder agreement disputes in China and some cases,the phenomenon of inconsistent determination of the validity of shareholder agreements in judicial decisions is observed,and it is found that the most likely legal problems arising from shareholder agreements are conflicts with company law,articles of incorporation and corporate resolutions,which lead to different court decisions,and even the same decisions may have different reasoning.Chapter 4,the reference and inspiration of the shareholder agreement system in the United States,the United Kingdom and Germany.Shareholder agreements in China exhibit the characteristics of insufficient legal supply and unsystematic treatment.With the help of the relatively mature and stable features of the United States,the United Kingdom and Germany,the issue of whether a unanimous shareholder agreement can produce legal effects is discussed,and it is determined that from a pragmatic point of view,the distinction between contracts and organizational rules is not obvious in small and mediumsized enterprises,and that in the absence of obvious violations of laws and regulations of mandatory In the case of tracing the true expression of intent,its validity should be recognized,and in the case of issues involving the interests of third parties,a distinction between internal and external validity can be made.Chapter 5: The Regulatory Path of Conflicting Shareholders’ Agreements.Facing the problem of conflicting shareholders’ agreements and organizational rules,taking the clarification of the contractual and organizational nature of shareholders’ agreements as the starting point,on the basis of judging the effectiveness of shareholders’ agreements themselves,furthermore,a distinction should be made between genuine conflicts and nongenuine conflicts to grasp the substantive conflicts between shareholders’ agreements and organizational rules.Finally,considering that shareholders’ agreement has its unique value,we should promote the coordinated development of shareholders’ agreement and corporate autonomy rules,build a corresponding system for the transformation of shareholders’ agreement content to other corporate governance rules and increase the disclosure and publicity system on the basis of maintaining the privacy of shareholders’ agreement and protecting the interests of third parties.