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UK Companies Act System of unfair prejudice

Author: ZhouChen
Tutor: QianYuLin
School: Yangzhou University
Course: Civil and Commercial Law
Keywords: UK Companies Act Unfair prejudice Relief Share Repurchase
CLC: DD912.29
Type: Master's thesis
Year: 2010
Downloads: 117
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Abstract

The unfair prejudice system is documented British Companies Act of shareholder relief one of the most important system, it has played an irreplaceable role in the maintenance of the rights and interests of shareholders. According to the provisions of section 994 of the UK Companies Act 2006, unfair prejudice: the company's affairs are being or have been unfair prejudice to all or part of the members (including his own, at least) the interests of executed;, or current or proposed companies act or omission (including representatives of the acts or omissions of the company) already exists or to generate unfair treatment. Behavior of large shareholders based on their control position against the interests of minority shareholders, including the acts of violations of the rights of shareholders, including behavior against the interests of shareholders, but also include behavior reasonably be expected to frustrate shareholders, this system has a relatively broad, abstract The scope of the concept. Excellent system of legal protection of minority shareholders, to better protect the rights of minority shareholders, and enhance investor confidence and investment enthusiasm of small investors; also can regulate the company management, optimize the structure of corporate governance, promoting economic prosperity and stability. The unfair prejudice regime provides more convenient way of relief for shareholders, it is the most unique system in the protection of shareholders' interests in the United Kingdom Companies Act. Our company Company Act gives the shareholders the right to propose a derivative action and individual lawsuits, but the proceedings harsh conditions, not sufficient to safeguard the shareholders' equity, in this context, research on the UK Companies Act unfair prejudice system for our company legislation to improve thinking and provide a legislative system perfect for reference, this is the practical significance of this study. At the same time, the revision of the UK Companies Act 2006 as of this writing the research value of the times. In addition to the introduction and conclusion, the topic will be divided into four parts. The first part, unfair prejudice to the history of the system. Before the introduction of the UK Companies Act 1948, the practice of the United Kingdom Companies Act strictly follow the case law on the \With the operation and development of the company, the the legislation more attention to the importance for the protection of interests of minority shareholders. So after the recommendations of the Committee of the exam Hang Jin Kensi Commission improve its 97 Legal Committee View systems have been gradually formed and maturing unfair prejudice. Ultimately the formation of one of the existing UK Companies Act on the protection of minority interests important system. The second part of the unfair damage to the structure of the system analysis. Unfair prejudice this Law the term has no definite concept. Some scholars believe that should not define unfair prejudice concept, it is only to determine whether the conduct constitutes unfair prejudice a criterion, but some scholars, however, took a negative attitude towards the concept of unfair prejudice to determine with considerable significance; combined with existing company law jurisprudence scholars attempt to acts of unfair prejudice typed. Typical shareholders are excluded from the management rights outside directors improperly issued or allotted shares, excessive directors' remuneration and why he did not dividends payable, mismanagement, and so on. \abstract concept of unfair prejudice also means fuzzy, which led to the application of the system is blind and unstable typed exactly overcome this drawback, the system is applicable to the process of the specific case material, detailed analysis for unfair prejudice behavior provide a similar pattern of behavior and its relief paradigm. Thus, an accurate grasp of the principles, criteria, and specific elements identified unfair prejudice, is abstract and concrete blend, complement each other, so that the application of the system not only conforms to the legislative purpose of protecting shareholder interests, while simplifying the proceedings to save litigation costs. The third part, unfair prejudice to judicial relief system. UK Companies Act as a statutory system designed for the system of unfair prejudice typical relief system, the core is to apply to the court awarded a share repurchase order; during the proceedings, the company, its shareholders or directors in the status of the litigants larger disagreement characteristics for the particular case, combined with the aspirations and the reality of the case, it is extremely necessary in the positioning of the parties to participate in the proceedings in each case clearly; parallel UK Companies Act relief on the common law and statutory remedies, the two sets of parallel system under litigation overlap exists the crossover phenomenon need to be clarified and distinct; been advocating British companies operate independently under the legal system, the judicial intervention exist and operate independently appearance of discrete and conflict. In fact, the proper judicial intervention precisely to protect and promote the important elements of operating independently; system unfair prejudice application value for small closed nature of the company, is more significant. For the five support issues inherent judicial relief, clearly explain the considerable theoretical significance and practical value. The fourth part of my company's review of the legislation and ponder. Of a breakthrough in terms of minority shareholders' rights and litigation analysis of the new company law, look at the defects of the current legislation. Embodied in the oath more than protect the weak, despite the enactment of China's new Company Law to actively absorb the the mature companies legal system in countries. But still there are many poorly at. Company legislation contempt company specifications technical factors, only stipulates that the share repurchase claim has not been to take full account of the principle of capital maintenance; legislation on if the company is trying to maintain the original structure of the Companies Act, leading to the input of a lot of rules can not be achieved organic the convergence and integration of the system logic structure presented loose disharmony. In fact, the new Companies Act is comprehensive Reflections on the protection of minority interests, its biggest shortcoming is that between the individual rules can not effective continuation and lack of more detailed system of thinking. Therefore, the combination of the British unfair prejudice system itself characteristics and the structure of the current Companies Act, the terms of the Law in China moderately transformation system can be integrated into the unfair prejudice of the Companies Act, and the rights of shareholders and company law relief system of mutual reflection of a legal network more efficiently, and effectively safeguard minority interests, this is a significant and far-reaching significance for the maintenance of the Law in China improve its equity.

UK Companies Act System of unfair prejudice

Abstract

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