The Company Law of 1993 is important in protecting the interests of both companies and shareholders.But on stock right,it always arouses heated debate among scholars.Before the promulgation of New Company Law of 2006,...The Company Law of 1993 is important in protecting the interests of both companies and shareholders.But on stock right,it always arouses heated debate among scholars.Before the promulgation of New Company Law of 2006,varieties of theories of this issue have been formed.Through analyzing and refuting those theories,I try to clear the ambiguous definition by explaining the essence of right and comparing related right,so as to reach the conclusion that the stock right is only the changeable form of the ownership of shareholders.展开更多
The unilateral disposition of stock rights＇ voting rights detracts from the welfare of the other shareholders. Contractual arrangements restricting or prohibiting the transfer of stock rights under the capital majori...The unilateral disposition of stock rights＇ voting rights detracts from the welfare of the other shareholders. Contractual arrangements restricting or prohibiting the transfer of stock rights under the capital majority rule may infringe upon shareholders＇ fight of withdrawal, further weakening stock market constraints on senior management and indirectly raising the agency cost of management abuse of power for private ends. In creating a legal structure for stock rights transfer, we need to find an appropriate balance between freedom of contract, capital majority rule and reduction of agency costs. Judges should determine that the transfer of voting rights is invalid in order to ensure that voting rights match residual claim rights and maintain the constraints on senior management represented by shareholder voting rights. The general prohibition of stock fights transfer in the articles of association blocks shareholders＇ right of withdrawal; this is not conducive to restraining potential abuses of power on the part of senior management and should be made invalid. Judges must differentiate between long- and short-term contracts and the initial and revised clauses of the articles of association in order to distinguish between the efficacy of different arrangements limiting transfer of stock rights as laid down in the articles of association.展开更多
Based on the background of national urban and rural comprehensive reform pilot area and the introduction of the profiles of research region and the data obtained by on-the-spot interview survey,the innovative models o...Based on the background of national urban and rural comprehensive reform pilot area and the introduction of the profiles of research region and the data obtained by on-the-spot interview survey,the innovative models of farmland property rights system reform in Chongqing are introduced by applying participatory rural appraisal methods and examples. The innovative models cover buying shares of contract management rights,transforming from farmers to townspeople and mortgaging contract management rights. The plights exist in the reform are analyzed,among which the plights of buying shares of contract management rights are introduced from the following five aspects:the conflict with the present land contract laws,the possible new round of massive scale land loses,the confounded functions of government and enterprise caused by risk transference and the difficulties of handling assets when the contract management rights expired. Besides,the plights of the transforming from rural residents to urban residents are analyzed from four aspects,which include the particularity of reform,high financial pressure,emergence of interbedded people and difficulties of payoff of village-based companies. From the facets of limited mortgage area,risks of reimbursing the loan,legal risks of mortgage. The results show that the stock purchasing model of contractual management rights reveals the capital value of land and the model is of theoretical and practical significance in law and economics. However,the social security system is not perfect,so the stock purchasing model of contractual management rights can not be expanded. In addition,the participation of more famers and the expansion of enterprises are limited as well. The land comprehensive reform model of transforming from rural residents to urban residents is of positive significance to the comprehensive exploration of farmland property system reform,but this kind of model should be supported by strong economy. The stock purchasing model of contractual management rights is of significance to perfect the contractual management rights,but it conflicts with the existing laws and financial systems.展开更多
文摘The Company Law of 1993 is important in protecting the interests of both companies and shareholders.But on stock right,it always arouses heated debate among scholars.Before the promulgation of New Company Law of 2006,varieties of theories of this issue have been formed.Through analyzing and refuting those theories,I try to clear the ambiguous definition by explaining the essence of right and comparing related right,so as to reach the conclusion that the stock right is only the changeable form of the ownership of shareholders.
基金an initial product(in Economic Law)of the Discipline Construction(Legal Science)Program in Shanghai universities
文摘The unilateral disposition of stock rights＇ voting rights detracts from the welfare of the other shareholders. Contractual arrangements restricting or prohibiting the transfer of stock rights under the capital majority rule may infringe upon shareholders＇ fight of withdrawal, further weakening stock market constraints on senior management and indirectly raising the agency cost of management abuse of power for private ends. In creating a legal structure for stock rights transfer, we need to find an appropriate balance between freedom of contract, capital majority rule and reduction of agency costs. Judges should determine that the transfer of voting rights is invalid in order to ensure that voting rights match residual claim rights and maintain the constraints on senior management represented by shareholder voting rights. The general prohibition of stock fights transfer in the articles of association blocks shareholders＇ right of withdrawal; this is not conducive to restraining potential abuses of power on the part of senior management and should be made invalid. Judges must differentiate between long- and short-term contracts and the initial and revised clauses of the articles of association in order to distinguish between the efficacy of different arrangements limiting transfer of stock rights as laid down in the articles of association.
基金Funded by National Science and Technology Support Program (2008BAJ08B19)"Research on the Reform and Practice of Rural Collective Land Property in Chongqing Municipality" of National Land Surveying and Planning Institute-funded Projects (2007102480006)
文摘Based on the background of national urban and rural comprehensive reform pilot area and the introduction of the profiles of research region and the data obtained by on-the-spot interview survey,the innovative models of farmland property rights system reform in Chongqing are introduced by applying participatory rural appraisal methods and examples. The innovative models cover buying shares of contract management rights,transforming from farmers to townspeople and mortgaging contract management rights. The plights exist in the reform are analyzed,among which the plights of buying shares of contract management rights are introduced from the following five aspects:the conflict with the present land contract laws,the possible new round of massive scale land loses,the confounded functions of government and enterprise caused by risk transference and the difficulties of handling assets when the contract management rights expired. Besides,the plights of the transforming from rural residents to urban residents are analyzed from four aspects,which include the particularity of reform,high financial pressure,emergence of interbedded people and difficulties of payoff of village-based companies. From the facets of limited mortgage area,risks of reimbursing the loan,legal risks of mortgage. The results show that the stock purchasing model of contractual management rights reveals the capital value of land and the model is of theoretical and practical significance in law and economics. However,the social security system is not perfect,so the stock purchasing model of contractual management rights can not be expanded. In addition,the participation of more famers and the expansion of enterprises are limited as well. The land comprehensive reform model of transforming from rural residents to urban residents is of positive significance to the comprehensive exploration of farmland property system reform,but this kind of model should be supported by strong economy. The stock purchasing model of contractual management rights is of significance to perfect the contractual management rights,but it conflicts with the existing laws and financial systems.
