Why do Korean judicial interpretations use Chinese characters?

2065438+On September 1 2007, the Supreme People's Court's regulations on the application of certain issues (IV) came into effect. Compared with the previous draft for comments, the content of Judicial Interpretation of Company Law (IV), which was formally implemented, has been simplified a lot. Perhaps because of the complexity and autonomy of commercial behavior, some clauses have great repercussions and different opinions, so they have not been promulgated and implemented in the end. The Judicial Interpretation of Company Law (IV), which was formally implemented, mainly covers five contents, such as the validity of company resolutions, shareholders' right to know, profit distribution right, preemptive right and shareholder representative litigation. It stipulates the dispute resolution procedures that are easy to occur within the company and the reasons for requesting support, and provides clear relief channels and reasons for safeguarding rights for shareholders, directors and supervisors whose interests have been damaged. The following is a brief interpretation of the provisions of Judicial Interpretation of Company Law (IV).

1. Litigation on the validity of company resolutions.

1. The litigants who explicitly request to confirm that the resolutions of the shareholders' meeting or the shareholders' general meeting or the board of directors are invalid or invalid are shareholders, directors and supervisors of the company; The litigant who revokes the resolution of the shareholders' meeting or the general meeting of shareholders or the board of directors is the shareholders of the company.

2. Where it is explicitly required to confirm that the resolutions of the shareholders' meeting or the shareholders' meeting or the board of directors are invalid or invalid, or to cancel the resolutions of the shareholders' meeting or the board of directors, the company shall be listed as the defendant. Other interested parties involved in the resolution can only be listed as third parties, not as defendants.

3. The provisions of the second paragraph of Article 22 of the Company Law on the invalidity and cancellation of company resolutions still serve as the basis for the court to cancel the resolutions of the shareholders' meeting or the shareholders' general meeting or the board of directors.

4. The cases where the resolutions of the shareholders' meeting or the shareholders' meeting and the board of directors are invalid are listed, mainly because no meeting can be held to make resolutions without the unanimous consent of all shareholders or the articles of association, and the number of people present at the meeting, voting rights and voting results do not conform to the provisions of the Company Law and the articles of association.

Judicial Interpretation of Company Law (IV) clarifies the original defendant and judgment basis of the lawsuit of invalid cancellation of company resolution, provides the litigant with litigation ideas, and also unifies the subjective identity and judgment ideas of the litigant for the court.

Second, shareholders' right to know in litigation.

1. Shareholders' right to know is a basic right granted to shareholders by the Company Law, which is clarified again in Judicial Interpretation of the Company Law (IV).

2. It lists the cases in which a limited liability company can refuse the shareholders to consult if it proves that the shareholders have an "improper purpose" as stipulated in Article 33, paragraph 2 (Article 8) of the Company Law.

3. If it is stipulated that the disclosure of the company's business secrets after the shareholders exercise their right to know causes damage to the company, the company has the right to require the shareholders to compensate the relevant losses.

4. It is stipulated that if the directors or senior managers of the company prevent the company from producing or keeping the documents specified in Articles 33 and 97 of the Company Law, thus causing losses to shareholders, the shareholders have the right to claim civil liability for compensation.

The provisions of the Judicial Interpretation of Company Law (IV) on the litigation of shareholders' right to know clarify the situation that a limited liability company proves that shareholders have "improper purposes", which not only provides a clear reason for the limited liability company to refuse shareholders' access, but also limits the reasons for the limited liability company to abuse "improper purposes". At the same time, "Judicial Interpretation of Company Law (IV)" makes it clear that the court must clearly refer to or copy the time, place and list of the company's specific documents and materials in the judgment, so that the implementation of shareholders' access is operable. Finally, in order to protect the company's interests, after the shareholders exercise the right to know, it provides a relief way for the company to harm the company's interests.

Three. Litigation of profit distribution right

1. It is clear that the company should be the defendant in the lawsuit of profit distribution right, and several shareholders should file a lawsuit as plaintiffs.

2. It is stipulated that shareholders who want to distribute profits must submit effective resolutions of the shareholders' meeting or shareholders' meeting with specific distribution plans, or can prove that there is an illegal abuse of shareholders' rights by shareholders, resulting in the company not distributing profits.

Judicial Interpretation of Company Law (IV) makes simple provisions on the litigation of shareholders' profit distribution right, but it does not solve the dilemma of minority shareholders requesting to distribute company profits. The reason may be that the company's profits are not only used for distribution, but also used to create more profits for the company.

Four. Preemptive action

1. stipulates that if the natural person shareholders of a limited liability company change due to inheritance, other shareholders have no preemptive right, unless otherwise stipulated in the articles of association or agreed by all shareholders.

2. It is clear that when shareholders of a limited liability company transfer their shares to people other than shareholders, the notification method to other shareholders is written or other reasonable ways to confirm receipt.

3. It is clear that the time limit for shareholders of a limited liability company to claim the preemptive right is within 30 days after receiving the notice or not less than 30 days as stipulated in the company's articles of association.

4. It is stipulated that the transferring shareholder fails to solicit the opinions of other shareholders on the equity transfer, or damages the preemptive right of other shareholders by means of fraud or malicious collusion. The time limit for other shareholders to claim the preemptive right is 30 days from the date when they know or should know the same conditions for exercising the preemptive right, or one year from the date of registration of equity change. If you can't buy it for no reason of your own, you have the right to claim damages.

The provisions of the Judicial Interpretation of Company Law (IV) on the preemptive right of shareholders have been related in the Company Law (Articles 7 1 and 72), and only the above four points have been newly stipulated, which standardizes the procedures for shareholders to exercise the preemptive right and also provides a clear basis for court decisions.

Verb (abbreviation of verb) shareholder representative litigation

1. It is clear that the plaintiff in the first paragraph of Article 151 of the Company Law that requires shareholders to bring a lawsuit to the board of supervisors or the supervisor of a limited liability company without a board of supervisors or the executive director of a limited liability company without a board of directors is the company.

2. It is clear that the company shall be listed as a third party if the shareholders directly file a lawsuit as stipulated in the second and third paragraphs of Article 151 of the Company Law. If other shareholders apply to participate in the litigation with the same litigation request, the ranking is the same as that of the plaintiff.

3. Make it clear that the interests of winning the lawsuit filed by shareholders directly belong to the company, and the reasonable expenses paid for participating in the lawsuit shall be borne by the company.

The provisions of Judicial Interpretation of Company Law (IV) on shareholder's representative litigation clarify the original defendant from the procedure. At the same time, the interests of winning the case belong to the company, and the reasonable expenses are borne by the company, which is also in line with the legal status of the company as an independent legal person.

Source: Zhejiang Yaxin Law Firm Address: Floor 8, Yu Zi Building, No.309 Youquan Road, Nanhu District, Jiaxing City.