英文摘要 |
"''Shareholders' direct action'' is based on Article 152 of Chinese Company Law, which is the protection mechanism of shareholders' rights and interests. However, this article is placed in the chapter of ''obligations and responsibilities of directors and other senior executives'' of the Company Law. Based on the judicial practice of Article 152, it is found that the system lacks applicable space, and its root lies in: Directors and other executives are ''appointed'' by the company, and the company has independent legal personality, so the beneficiaries of directors and other executives' fiduciary duty can only be the company rather than shareholders, and the conflict of interests between directors, other executives and shareholders can't be formed. In addition, the judicial practice also reflects that the damage to shareholders' rights and interests in the closed companies mainly comes from the ''abuse of power'' behavior of controlling shareholders. Although Article 20 of the Company Law regulates the ''abuse of rights'' of shareholders, it is too simple to meet the needs of reality. The revision of the company law should not only improve the behavior norms of ''controlling shareholders'', but also be considered from the system level: According to the different behaviors of controlling shareholders' abuse of power in different types of companies, it should be dividedly ruled, so as to fundamentally solve the contradiction, and realize the legislative purpose of protecting shareholders' rights and interests." |