Disputes about corporate expression absorption
and their legal remedies
GUAN Xiaofeng
【期刊名称】《中国高等学校学术文摘·法学》 【年(卷),期】2006(001)004
【摘要】Corporate expression is the expression that a company gives to the outside in its capacity as a legal entity.Often referring to resolutions made by shareholder meetings and the board of directors,based on good faith and bound by contractual spirit,a company must be held liable for its expression.Corporate expression absorption refers to the corporate behaviors and situations wherein the majority voting shareholders and directors replace the will of the minority voting shareholders and directors within their own will.Among them,the majority
voting
shareholders
at
a
shareholders'meeting
(shareholders'general meeting) are decision-making shareholders,and directors,managers and other senior management staff that decide corporate affairs are called decision-making members.Corporate expression
absorption
consists and
of
two
sorts:absorption
the
board
by of
shareholders'meeting absorption is
a
by
directors.Shareholders'meeting company's authoritative
organization;when the voting fights of some shareholders exceed the statutory limit,they will be able to manipulate the expression of
shareholders'meetings and replace the will of other shareholders with that of their own.The expression absorption by the board of directors refers to the practice wherein the majority directors decide on important corporate matters in accordance with the majority rule. Thus,it Can be seen that the corporate expression absorption is a double-edged sword,not only capable of uplifting operational efficiency but also likely to help decision-making shareholders achieve personal gains and transfer corporate interests.As for the disputes of corporate expression absorption,the following legal remedies might be adopted:(1) Limit the voting rights of decision-making shareholders.(2) Provide shareholders with veto power over specific events.(3) Ask the chambers of commerce (industry associations) to arbitrate specific events.(4) Preserve the market value ofshares held by dissenting directors.(5) Expand cumulative voting;(6)Provide shareholders the right to exit.(7) Legal remedies for corporate deadlock.(8) Shareholders'derivative lawsuits.
【总页数】29页(566-594) 【
关
键
词
】
corporate
expression;corporate
expression
absorption;corporate decision-making members;voting frauds;voting relief;settlement of corporate deadlock 【作者】GUAN Xiaofeng
【作者单位】Commercial Law Research Institute,School of Civil and
Commercial and Economic Law,China University of Political Science and Law,Beijing 100088,China 【正文语种】中文 【中图分类】D9 【文献来源】
https://www.zhangqiaokeyan.com/academic-journal-cn_chinese-higher-education-academic-abstracts-law_thesis/020126055319.html 【相关文献】
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Disputes about corporate expression absorption and their legal remedies
