Category: Money tips Release Date: 2007-04-18
Comrade Zhou:
If the company's major shareholder and chairman of the company's wrongful act against the interests of minority shareholders can bring a lawsuit against them for the company rights protection for their rights protection?
On Mr. haiding
Mr. Ding:
New "Company Law" Article 150 provides that directors, supervisors and senior managers implementing the company's duties, violation of laws, administrative regulations or the provisions of the articles of incorporation, losses to the company, it shall bear the liability. Article 152 provides that: directors, senior management personnel of this Law the provisions of article 150 of the cases, the limited liability company's shareholders, Inc. for more than 180 days straight alone or together, hold more than 1% stake in the company's shareholders, may request in writing Board of Supervisors Board of Supervisors or without limited liability company's supervisors to the people's court proceedings. Article 153 provides that: directors, senior management personnel violate laws, administrative regulations or the provisions of the Articles of Association and damage the interests of shareholders, shareholders can sue the people's court.
According to the above provisions, in certain circumstances, medium and small shareholders are entitled to bring proceedings on behalf of the right to effectively curb major shareholders or senior executives of wrongdoing against the company, which is the representative shareholder litigation system.
With the expansion of the modern company size, increase in the number of shareholders, as well as company management, complex and specialized, shareholders can no longer participate as an investor has been the company's specific operations, but by professional managers need to realize the company's management. Correspondingly, there were two phenomena: First, the power configuration within the company framework, the emergence from a "meeting of shareholders centrism" to "Board-centrism," the changes, the board of directors the right to expand. As the directors, senior management staff are not to be held by the shareholders to form a senior management staff for the relatively independent interest groups, which may be damage to the senior management of the company's interests. Second, when the company created the system, the in-house on the existence of large shareholders and small shareholders the conflict, with the increase in the level of public shareholding increasingly intensified, large shareholders control the company's use of the advantages, through the damage the company's interests to make their own benefit the interests of small shareholders and therefore compromised. The company is due to the control of major shareholders can not be brought to the controlling shareholder lawsuits, a phenomenon undermines the interests of small shareholders need to appropriate judicial adjustment mechanism.
If the company's chairman and major shareholder against the company's property, under the Companies Act 1993 can only be sued by the Chairman on behalf of the company. But the problem is, as the defendant's major shareholder and chairman is not only firmly in control of the company, and is the company's legal representative. The defendant and the plaintiff the legal representative of the dual role of contradiction and the instinct of self-interest to maintain, making management very difficult, even impossible, on behalf of the company or major shareholders of their own proceedings; is also very difficult, even impossible, as the company commissioned by minority shareholders The legal representatives of the major shareholder and chairman of instituting civil proceedings. This is the "person can not bite their own nose, but the law made people bite their own nose," the legal logic of paradox. New "Company Law" To some extent, solve this paradox, but also the subject of much praise. (Li Ming Wen)
