Comment On The Case Of The Shengying Company And Orther Shareholders Damage The Interests Of Creditors

The creditors usually play an important role in the development of the company. However, due to the principle of limited liability of the shareholders and the information asymmetry of the creditor, the interests of the creditors are easily infringed, which is no exception in the process of company's capital reduction. Therefore, it is important to design a good capital reduction rule to regulate the company's capital reduction and protect the interests of the creditors. The 178th article of the Corporation Law stipulate the company's capital reduction, but the rule of law is too general. And the commercial behavior is becoming more and more complex. Our existing legal is slightly weak on regulating the company's capital reduction and protecting the interests of creditors. The case of shareholders such as Shengying Company damage the interests of the creditors is a typical case. It has three main disputes:(1) Whether the shareholders of the company could claim on the rights of the company after the cancellation of the company. (2) How the effect of the notice and public announcement of Fire Fighting Equipment Company to Jinhai Shuangying Company when it reduced its capital. (3) Whether the shareholders should take responsibility when the company did not properly inform the creditors during the process of capital reduction. After the first and the second trial, the court of second trial revoked the sentence of the first trial, rejecting all claims of Huitou Company and Jinhai Company. Later, Huitou Company applied for retrial, Jiangsu Provincial Higher People's court decided bring this case to trial, during the retrial, suspend the execution of the original judgment.On the basis of the analysis of the case and the relevant evidence, I make the conducting normative analysis and theoretical liquidation analysis about the nature and attribution of the missing claims, the standard which the company should be followed on notice and public announcement when the company reduce its capital and whether the shareholders should take responsibility when the company did not properly inform the creditors during the process of capital reduction. Meanwhile, combining the same type of case with analysis. Finally, it comes to the conclusion that missing claims is the remaining property. After the cancellation of Jinhai Shuangying Company, the missing claims should belong to the shareholders. Fire Fighting Equipment Company did not inform the creditors in a proper way and the carrier of announcement is not appropriate.It can not maximize to protect the creditor's right to know. Therefore, Fire Fighting Equipment Company failed to fulfill the notice and announcement obligation to creditors. Last, the shareholders of Fire Fighting Equipment Company should take responsibility. The system of company's capital reduction is not perfect in our country. It is easy to cause the creditor's rights and interests can not get relief when it is infringed in the judicial practice. Therefore, we should improve the protection mechanism of the interests of creditors. Only in this way, can the interests of creditors be protected better.