国际商法课件第五章公司法(英文).ppt
- 【下载声明】
1. 本站全部试题类文档,若标题没写含答案,则无答案;标题注明含答案的文档,主观题也可能无答案。请谨慎下单,一旦售出,不予退换。
2. 本站全部PPT文档均不含视频和音频,PPT中出现的音频或视频标识(或文字)仅表示流程,实际无音频或视频文件。请谨慎下单,一旦售出,不予退换。
3. 本页资料《国际商法课件第五章公司法(英文).ppt》由用户(晟晟文业)主动上传,其收益全归该用户。163文库仅提供信息存储空间,仅对该用户上传内容的表现方式做保护处理,对上传内容本身不做任何修改或编辑。 若此文所含内容侵犯了您的版权或隐私,请立即通知163文库(点击联系客服),我们立即给予删除!
4. 请根据预览情况,自愿下载本文。本站不保证下载资源的准确性、安全性和完整性, 同时也不承担用户因使用这些下载资源对自己和他人造成任何形式的伤害或损失。
5. 本站所有资源如无特殊说明,都需要本地电脑安装OFFICE2007及以上版本和PDF阅读器,压缩文件请下载最新的WinRAR软件解压。
- 配套讲稿:
如PPT文件的首页显示word图标,表示该PPT已包含配套word讲稿。双击word图标可打开word文档。
- 特殊限制:
部分文档作品中含有的国旗、国徽等图片,仅作为作品整体效果示例展示,禁止商用。设计者仅对作品中独创性部分享有著作权。
- 关 键 词:
- 国际 商法 课件 第五 公司法 英文
- 资源描述:
-
1、Unit 5 Corporate Structure:Shareholders meeting 1.Shareholders One that owns or holds a share or shares of stock.2.The rights of shareholder 2.1 voting right The right to reject or approve some important corporate matters,such as mergers,sales of assets and amendments of articles Although today most
2、 jurisdictions permit issuance of nonvoting stock,most common shareholders have the right to vote their shares.They may vote to elect directors and to remove directors,even without cause.They may vote to approve or disapprove changes in the basic corporate structure,such as mergers,consolidations,an
3、d liquidations.Majority Rule of voting(多数表决制)(多数表决制)The shareholders meeting makes its decision by majority vote.We call this as majority rule of corporation.The Majority rule is first brought by the case Foss v.Harbottle:two shareholders brought an action against the companys five directors,and oth
4、ers,alleging that the companys property had been misapplied and wasted and that certain mortgages over the companys property had been given improperly.They asked the court to declare that the directors were accountable for the companys loss.It was held that the shareholders could not bring such proc
5、eedings.2.The rights of shareholders 2.2 right to information and inspection Right to information:The shareholder has the right to keep himself informed about the financial and operational conditions of the corporations.Right to inspection:The shareholder has a right to inspect corporate records and
6、 documents such as shareholder lists,minutes of meetings,financial statements,and even contracts.The inspection must occur at proper times and in the proper places and,most important,must be for proper purposes.Case Tatko owns about 2%of the shares of Tatko Brothers Slate co.Pursuant to the sharehol
7、ders agreement,if Tatko wishes to sell his shares he is obligated to offer them first to Tatko Brothers co.at“book value”(账面值).The book value is to be determined by resort to the annual balance sheet prepared by the corporation.When Tatko informed the corporation of his interest in selling his share
8、s,he was furnished with the corporations latest financial report,which contained a balance sheet listing assets,liabilities and portions of the minutes from a 1973 shareholders meeting.The accountants warned that they had neither audited nor reviewed the financial statements and expressed no opinion
9、 on them.The corporation indicated to buy the shares for$35,789 and to provide additional records to petitioner,but refused to provide other documents that Tatko sought.Judgment:A shareholder has a right to inspect corporate books and records where the request is made in good faith and for a proper
10、purpose.Tatkos decision to sell his stock to the corporation presents a valid reason for inspecting financial records to the value of his individual holdings.As the agreement between the parties provides that book value is to be determined by resort to the annual balance sheet prepared by the corpor
11、ation.The accountants have provided the balance sheet but warn that they had neither audited nor reviewed the financial statements and expressed no opinion on them.At a minimum,book value requires not only that the entries be complete and correct.Tatko shall be accorded an opportunity to determine t
12、he accuracy of the values of those items fixed by management and reflected in the corporations financial statement.2.Rights of shareholders 2.3 right to sue the right to sue the directors,senior officers and so on on shareholders own initiative or on behalf of the corporation Shareholders have the r
13、ight to bring and defend lawsuits on the corporations behalf.Suits brought on the corporations behalf are called derivative suits because the right to sue derives from wrongs done primarily to the corporation and not to the shareholder individually.Derivative Suits 股东派生诉讼(Shareholders Derivative Sui
14、ts)又称股东代表诉讼(Shareholders Representative Action),衍生诉讼、代位诉讼,是指当公司的利益受到侵害而公司怠于或拒绝追究侵权人责任时,具备法定资格的一个或多个股东为了公司的利益而代替公司提起诉讼,要求侵害公司权益者赔偿公司损失的行为。2.The rights of shareholder 2.4 appraising right of dissenting shareholder 异议股东股份回购请求权 Shareholders approve a corporate action by less than a unanimous vote,indica
15、ting that some shareholders oppose the action.The dissenting shareholders only can choose to remain shareholders or to sell their shares.For close corporation shareholders,there is no choice the dissenting close corporation shareholder has no ready market for her shares,so she will remain a sharehol
16、der.So the corporate law creates the“dissenters rights for shareholders who disagree with specified fundamental corporate transactions to require the corporation to purchase their shares at“fair value”.In many countries,the appraising right of dissenting shareholder cover merger,share exchanges,sign
17、ificant amendments of the articles of incorporation,and sales of all or substantially all the assets other than in the ordinary course of business.(适用异议股份回购事由)Many countries exclude shares that are traded on a recognized securities exchange from dissenters rights because the dissenting shareholder c
18、an sell his share on the stock exchange.(公开市场例外)2.Rights of shareholder 2.5 Preemptive Right (优先购买权)If the corporation issues new shares,it shall offer each existing shareholder a percentage of the new shares equal to her current proportionate ownership.When the preemptive right exists,the corporati
19、on must notify a shareholder of her option to buy shares,the number of shares that she is entitled to buy,the price of the shares,and when the option must be exercised.Usually,the shareholder is issued a right,a written option that she may exercise herself or sell to a person who wishes to buy the s
20、hares.2.Rights of shareholder 2.6 Distributions to shareholders 分红权 Shareholders invest in a corporation primarily to share in the expected profit either through appreciation of the value of their shares or through dividends.There are two types of dividends:cash or property dividends and share divid
21、ends.Dividends are usually paid in cash.However,other assets of the corporation,such as airline discount coupons may also be distributed as dividend.Corporations sometimes distribute additional shares of the corporation to their shareholders.Often,this is done in order to give shareholders something
22、 instead of a cash dividend so that the cash can be retained and reinvested in the business.Case 1:2000年1月,北京汉邦软科数码技术有限公司注册成立,注册资本2000万元,北京正有微系统有限公司为汉邦公司的股东之一,出资240万元。汉邦公司章程中规定,股东有查阅股东会会议记录和公司财务会计报告的权利。然而直到2003年,汉邦公司从未向正有公司提供过年度财务报告。正有公司与之多次交涉未果,起诉到法院。汉邦公司辩称,正有公司承诺增资228万,一直未兑现。因此,汉邦公司认为不应向正有公司交付财务会计
23、报告。Questions 1.本案主要涉及股东什么权利被侵犯?2.你认为汉邦公司的辩护有无道理?3.The duties and obligations of shareholder 3.1 subscription duty (认股义务或出资义务)3.2 fiduciary duty of controlling shareholder 控股股东的诚信义务 Who is a controlling shareholder?Principles of Corporate Governance by American Law Institute:美国法学会制定的公司治理原则 Who has th
24、e ability to control over 25 percent of the voting equity would give rise to a presumption of controlling shareholder.control here means the power directly or indirectly,either alone or pursuant to an arrangement or understanding with one or more other persons,to exercise a controlling influence ove
展开阅读全文