Judicial Protection Of Shareholder's Rights

With the development of economy and society, the operation Mode of the modern company changes from the centrism of shareholder to the centrism of Board gradually. As the ultimate owner, shareholders transfer the management to the member of the board elected by shareholders. It reflects the weakening of shareholder's power and the Expansion of the board. The judges are often unable to decide a lot of kinds of cases legally, due to the backward of legislation. Based on the research of several kinds of company proceedings, the authors found that the rights of non-implementation shareholders are most probably reliable to be violated. This paper discusses how to properly protect these non-implementation shareholders in litigation, to balance the interests and to improve corporate governance structure, ultimately to achieve social justice.Specifically, the shareholders enjoy the right to reading and copying these articles: the company's charter, the notes of shareholders meetings, and the decision of Board meetings and of the board of supervisors, the company's financial report. It is legally named the right to learn the truth, the most basic right of shareholders. The shareholder is the only proper plaintiffs to lead a litigation of the right to learn the truth. They must prove that they have been refused when asked to check accounting books. And the people's courts should review the following matters: 1, the shareholders qualifications; 2. the application and refuse; 3. the purposes legitimacy of the checking of accounting books. The litigation of the flawed decision is to ensure the qualification and the legitimacy of the procedure and safeguard the normal operation of the company and the legitimate rights and interests of the shareholders. Many countries` legislation provides the necessary relief measures, reflecting the final judicial solution principles embodied in the field of company law and commercial law. Flaws can have the following two classifications: The first classification is as illegal and unlawful resolutions. The second is the formal and substantial defects. According to the different reasons and legal consequences of the flaw, the shareholders can bring the litigation of disaffirmation or invalidation and remedies of infringement. In the litigation, the plaintiff is shareholder, and the counterpart is company. Court should not support the disaffirmation litigation against notably minor defects. The two farmer litigations have binding force not only on shareholder and company but also on all the others. But the force on the third party acting in good faith should not be affected because of the revocation or annulment of the decision in the future. The company should bear the legal responsibility for the loss if there is and have the right of recourse against the one which is Responsible for the flaws.Providing relief to the violations of the rights of shareholders and punishing the inappropriate fulfillment of the obligations, the Shareholder Derivative Suit give restriction of the abuse of control right of shareholders and protect the rights of shareholders and the company. This kind of prior inhibitory function is to maintain the internal balance of right. Unfortunately, there is "free-rider" among some shareholders. So the plaintiff, a Proper shareholder of the company, must be able to represent the interests of the company and other shareholders. And the procedures have been exhausted. And the company failed or rejected to exercise the claim. And the company should be classified as a third person without the independent right. The autonomy of the party will be appropriately restricted not only on contents but also on exercise in shareholder derivative litigation. After receiving the reconciliation program, courts should inform the other shareholders through a notice or other reasonable manner. 0bjections can ask the Court to hold a special hearing on the reconciliation program, in which the shareholders have the right to attend and present its views on the different programs. Finally, the Court will decide whether to approve the settlement or withdrawal, in favor of Possibility and amount of recovery and the cost of suit and defendant's solvency,In Company deadlock litigation, there is a conflict of interest and sharp emotional confrontation between the shareholders and directors. Shareholders` initial investment objective will be difficult to achieve, if the company fells in a deadlock, thus they should be allowed to initiate dissolution of the company. The defendant is Company, and the other shareholders are totally as an independent third party without the right to request. Such suit just can be bring about after the exhaustion of other means of relief and must be controlled strictly.