国际商法课件第五章公司法.pptVIP

Unit 5 Corporate Structure: Shareholders meeting 1. Shareholders One that owns or holds a share or shares of stock . 2. The rights of shareholder 2.1 voting right The right to reject or approve some important corporate matters, such as mergers, sales of assets and amendments of articles Although today most jurisdictions permit issuance of nonvoting stock, most common shareholders have the right to vote their shares. They may vote to elect directors and to remove directors, even without cause. They may vote to approve or disapprove changes in the basic corporate structure, such as mergers, consolidations, and liquidations. Majority Rule of voting （多数表决制） The shareholders’ meeting makes its decision by majority vote. We call this as majority rule of corporation. The Majority rule is first brought by the case Foss v. Harbottle: two shareholders brought an action against the company’s five directors, and others, alleging that the company’s property had been misapplied and wasted and that certain mortgages over the company’s property had been given improperly. They asked the court to declare that the directors were accountable for the company’s loss. It was held that the shareholders could not bring such proceedings. 2. The rights of shareholders 2.2 right to information and inspection Right to information :The shareholder has the right to keep himself informed about the financial and operational conditions of the corporations. Right to inspection: The shareholder has a right to inspect corporate records and documents such as shareholder lists, minutes of meetings, financial statements, and even contracts. The inspection must occur at proper times and in the proper places and, most important, must be for proper purposes. Case Tatko owns about 2% of the shares of Tatko Brothers Slate co. Pursuant to the shareholders’ agreement, if Tatko wishes to sell his shares he is obligated to offer them first