Remedies For Infringement Of Shareholders' Rights By Company Resolution

The shareholder’s right is the shareholder’s right to realize the company’s management and asset income.Shareholders directly enjoy 18 kinds of rights including the right to know according to the provisions of the Company law.However,these rights can not be completely realized,and are often infringed by the resolutions made by the company in practice.For this,how to remedy the shareholders is the content to be discussed in this paper.First of all,corporate resolutions include resolutions of shareholders’ meeting and resolutions of the board of directors.These resolutions violate shareholders’ rights by depriving shareholders’ rights,including in form and in substance.Secondly,it takes inherent right and non-inherent right as the classification type to judge the validity of the appeal resolution after rights violation.Resolutions infringing upon the inherent rights of shareholders are invalid,resolutions indirectly infringing upon the inherent rights of shareholders can be revoked,and resolutions made due to fraud or coercion can be revoked according to the provisions of the civil law,but the cancellation right of major misunderstanding and manifestly unfair in the civil law cannot be used as the basis for the cancellation request of shareholders.In addition,for resolutions that limited the inherent rights,they are resolutions with minor defects,and the resolutions are valid.For the shareholders’ claim for damages,if the shareholders’ rights are infringed by the shareholders’ meeting resolution,the company shall bear the compensation liability.In case of abuse of rights by the shareholders who make leading decisions,the shareholders whose rights are damaged can either independently request these shareholders to bear the joint liability for compensation,or simultaneously request the company and the shareholders who make leading decisions at fault to bear the joint liability.The company shall recover from these shareholders after assuming the liability for compensation.As for the liability for compensation decided by the board of directors,the directors of the company shall bear joint and several liability in case of intentional or gross negligence.The limit of the amount of compensation shall be determined with reference to the owner’s equity of the shareholder or the amount of benefits actually obtained by the profit holder.For the request of shareholders to withdraw from the company,they can withdraw by means of equity repurchase and equity transfer,but not by means of requesting dissolution of the company.