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Shareholders the right to delisting Legal Issues

Author: LiuDeXue
Tutor: JiangPing
School: China University of Political Science
Course: Civil and Commercial Law
Keywords: Shareholders ' struck off Co- elements People co. Owned co. Statutory delisting reasons Agreed delisting reasons De-listing procedures The reasonable value of the funded
CLC: D922.291.91
Type: PhD thesis
Year: 2008
Downloads: 785
Quote: 13
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Abstract


The shareholders the delisting rights is an important system on the Company Law. When the behavior of the shareholders or personal factors impede or seriously affect the company's development and the common interests of other shareholders, to eliminate this from the adverse effects of the individual shareholders to avoid further intensification of the internal contradictions and conflicts, in order to enable the company to continue to exist, and develop in order to safeguard the common interests of the other shareholders, has become an inevitable requirement in the Companies Law and institutional arrangements. It is also the starting point of this study shareholders render the right system and ultimately concluded. From the history of the shareholders render the right system and development and the latest changes in trends in the contemporary civil law company law, shareholders render the right system was first originated in the co-company, and is to appear as the dissolution of the company system exceptions face and subsequently specification because of its unique features and the common interests of the Company and its shareholders the protective effect of the gradual expansion of its scope and legislative gradually established its proper scope of application and other conflict resolution mechanisms, especially with The system boundary between the dissolution of the company. Today the system has gradually become a universal system applicable to all types of companies, the article is to demonstrate this conclusion from the Historical Survey of the generation and development of the system, prove shareholders of delisting rights system not only in the need to establish and apply together companies owned companies to establish and apply the necessity and possibility, although the system is different from its manifestations in different types of companies as well as play a role in the mechanism of . Methodology in this article from the general theory of the right of shareholders and delisting departure, elaborated the legal characteristics of the right of shareholders and de-listing as well as with people together elements associated with sex, explore the related doctrine of the right of the shareholders and the de-listing as well as its legal basis, and reveals the shareholders removed from the right to be regulate and protect the interests of the relationship in order to provide the necessary theoretical basis for further research and demonstration shareholders render the right to legal issues. This, the paper first co-company shareholders render the right system, examines the historical origins and contemporary development of the system of co-companies, from the system and the dissolution of the relationship between the system specific reveals a change in the trend of its development, and co-shareholders in the company delisting reasons were demonstrated shareholder does not fulfill the obligations of the shareholders of subjective factors change, obstruct or seriously affect the common interests of the company and other shareholders, can be removed from the factual premise applies to shareholders. The shareholders the delisting rights as a solution internal structural contradictions in the conflict resolution mechanism-owned companies also have the necessity and possibility of its application, which is determined by the universality of the conflict of interests within the company. Shareholders owned companies behavior and personal factors on the interests of the company and co-different, but owned the companies, the same may be due to the autonomy of the shareholders or the company's own existence \with the fact that the premise of the shareholders' the delisting rights applicable, thus in terms of Limited AG, has established the necessity and possibility of the system and removal of the applicable shareholders, but the acquisition and loss of qualification as a shareholder owned companies different from the co-companies are characterized by the type and scope of the obligations by the shareholders also different from the co-company, and thus the specific composition of the shareholders render the rights and co company has some differences, but the formal differences does not prevent shareholders render the right to become a universal system on the Company Law. In this paper, the shareholders owned companies struck off right system specific analysis, in particular the characteristics of the Company's shares which was demonstrated to justify to shareholders removed from the universality of the right system. The shareholders the delisting rights on the construction of the system should protect the company and other shareholders of common interest, as much as possible to balance the interests of the shareholders to be removed from. Therefore, as a complete system, the shareholders render the right system should contain the fact that the premise of the de-listing shall apply to the procedure to be followed to exercise the right to de-listing as well as the legal consequences arising from the exercise of that right. Been demonstrated in the next few chapters. Shareholders render the application of the right must have the specific factual premise. Must be in the event of a specific delisting reasons and the reasons for such de-listing must have sufficient seriousness of with specific shareholders personal relevance, and there is no other effective alternative settlement mechanism before shareholders removed. The shareholders set delisting reasons in the contract or articles of association of the Company, must meet specific requirements, can not go beyond the limits of autonomy. Shareholders this setting delisting reasons related issues, including the terms of the no arising from the removal of the terms exclude statutory removed from reason and cases not provided for in the contract or articles of the law and the company, whether legitimate grounds shareholders delisting were discussed. Shareholders render the application of the right must follow certain procedures. In this paper, several civil law company law de-listing procedures, including shareholders' resolution, de-listing procedures, the court de-listing procedures as well as a specific case of automatic delisting specific also be removed from shareholders in the de-listing procedures status and other related issues. Arising in the exercise of the shareholders' right to delisting legal consequence of this is to be removed from the shareholders lose its qualification as a shareholder and status, but when to lose their eligibility and status, you need to distinguish between different co-company-owned company specific analysis. Shareholders is removed from how to deal with its capital contribution in the company shareholders render the right system to solve the problem; On the other hand, the shareholders' name was struck off, how to determine the reasonable value of its contribution in the company and makes payment to shareholders of delisting right system to solve an important issue, this paper also devoted.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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