Shareholders' legal problems caused by imperfect system
First, the shareholders' meeting the legal risks arising blemish way
In Corp., for example, the Companies Act section 104, only in general terms that a simple majority of ordinary resolution (by the meeting of shareholders held by a majority of the voting rights), and a special majority of the special resolution (the voting rights held by the shareholders present at the meeting by two-thirds), how to calculate the number of votes given no further provisions.
Shareholders to attend the General Assembly, entitled to one vote for each share held, which fully embodies the same shares same rights, the principle of equality of the capital. But with the growing size of the company, growing the company's business and the company's administrative bodies increasingly complex, the simple one share one vote with the practice already suited up.
In the corporate system more developed countries, generally depending on the nature of the matters specified voting multiple voting, drawing on the experience of the United States, voting of the shareholders' meeting can be divided into direct vote (mainly for business), cumulative voting (mainly for al.), classification vote, occasionally vote, voting proportionally.
According to the Companies Act section 44,49,56,120 article shows, Ltd. In addition to the provisions of the Companies Act, the articles of association of shareholders, board of directors, board of supervisors of the rules and voting procedures; AG except the provisions of the Companies Act, the articles of association the provisions of the Supervisory Board of the rules and voting procedures. The shares of the company for the shareholders' meeting and the board of directors no relevant regulations.
For lawyers can participate in the vote count, scrutineers work, is a lawyer during witness faces another question, this "Assembly Rules of shareholders of listed companies," complements and refines the relevant counting scrutineers, the provisions of the shareholders' meeting on proposal Before the vote, the shareholders should elect two representatives to participate in the counting and scrutineers, when the vote on a proposal, it should be represented by counsel, shareholder representatives and representatives of the supervisor in charge of the vote count, the scrutineers. Thus, lawyers can participate legally witness the counting and scrutineers work on the shareholder voting process and results of supervision.
It should be noted that, under the premise of not violate the provisions of the Companies Act and other laws, shareholders (large) will be fully entitled to legal matters not provided for by the agreement in the form of self-constitution, etc., and produce are binding on all shareholders of legal effects. Especially for limited liability companies, the law gives a broader articles of association rights.
