Definition Of "substantial Deprivation" Of Shareholders' Rights

At this stage,there is a relative lack of research on the specific constitutive conditions of substantive deprivation stipulated in Article 9 of the "Provisions of the Supreme People's Court on Several Issues concerning the Application of the" Company Law of the People's Republic of China(IV)",which has contributed to a certain extent.The lack of reasoning in the relevant judgments in the practical judgments has further reduced the efficiency of dispute resolution and weakened the judicial credibility to a certain extent.Although the judicial interpretation only stipulates that it applies to the right of inspection,the terms "substantially deprived" have long been widely used in disputes over various shareholder rights in practice.In view of this situation,this article uses an empirical analysis method to start with real cases and sorts many cases into different categories,which are divided into three categories: those for the exercise subject,those for the exercise object,and those for the exercise method.A two-level classification has been carried out for these three categories.The types of exercise subjects can also be divided into the perspectives of shareholders 'anonymous and prominent names,from the perspective of individual shareholder rights and minority shareholder rights,from the perspective of shareholders' withdrawal of capital and insufficient capital contributions.From the perspective of shareholder appointment,the type of exercise object can also be divided into the limitation of time,from the perspective of the exercise of power and the scope of the exercise of shareholder rights,the type of exercise method can also be divided from the perspective of entrusting a third party,Set the program perspective,from the perspective of increasing exercise time and place restrictions.After comprehensive consideration,it is found that some characteristics of substantive deprivation and its spirit are applicable under the status quo.For example,from the perspective of the court's review,there is a lack of distinction between the nature of documents.From the perspective of the neutral body of the court,the court is not completely Neutrality has a certain tendency;from the focus of the case,civil disputes and academic disputes are mainly focused on the specific scope of the right of inspection;from the perspective of behavioral logic,when the exercise of rights cannot be,there is no To cope with it from the perspective of substantive deprivation,after abstracting the views on the above characteristics,abstract the constituent conditions of the judgment of substantive deprivation.The constitutional conditions are composed of three angles of conditions,namely the main conditions,the document conditions,and the content conditions.The first two are very strict and specific,but considering the nature of the deprivation and the flexibility of the law,,So the content conditions will be relatively loose and general.Considering that once it is defined as substantial deprivation,the content of the relevant documents will have a similar effect after being deemed invalid,which will cause the court to not support the relevant content of the documents involved.It can be said that the consequences are more serious.The applicable scope of substantial deprivation is given sufficient attention,the nature of which is analyzed with reference to the right of inspection,the significant features are abstracted,and the remaining possible applicable rights are further clarified.