What is the scope of actionable acts in shareholder representative actions?

Shareholder representative litigation refers to a form of litigation in which the company's legitimate rights and interests are illegally infringed and the company is negligent in filing a lawsuit, and the company's shareholders sue in their own name, and the compensation obtained is attributed to the company. There are two types of shareholder representative lawsuits: 1. When the actions of the company's directors, supervisors, and senior managers cause losses to the company, the shareholders file a lawsuit on behalf of the company; 2. When the behavior of others causes losses to the company, the shareholder files a lawsuit.

If any person other than the company's directors, supervisors, or senior managers infringes upon the company's legitimate rights and interests and causes losses to the company, the shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may file a lawsuit with the people's court through the board of supervisors or supervisors, the board of directors or the directors, or directly file a lawsuit with the people's court. The specific procedures for initiating a lawsuit shall be carried out in accordance with the procedures for the above-mentioned shareholders to file a lawsuit against the company's directors, supervisors, and senior management personnel for causing losses to the company. Shareholder representative actions can only be exercised by shareholders, and the plaintiff must be a shareholder of the company, and the result of the court judgment is directly borne by the company.

Legal basis: Article 151 of the Company Law of the People's Republic of China Where directors and senior managers have any of the circumstances specified in Article 149 of this Law, shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may request in writing that the board of supervisors or the supervisors of a limited liability company without a board of supervisors file a lawsuit with the people's court; Where a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file a lawsuit in the people's court. If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the interests of the company, the shareholders provided for in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

According to the provisions of the Company Law, the scope of the subject matter of shareholder representative litigation includes two situations: 1Directors, supervisors, or senior managers who violate the provisions of laws, administrative regulations or the articles of association of the company when performing their duties and cause losses to the company shall be liable for compensation; 2.

Circumstances in which others infringe upon the legitimate rights and interests of the company and shall be liable for compensation. According to this provision, the scope of actionable acts should be understood to mean all acts that harm the interests of the company, such as the violation of the duty of loyalty and good management by directors and other senior managers, the breach of the duty of good faith by controlling shareholders, and the infringement of a third party.

A shareholder representative action is a special type of litigation structure. Only a shareholder representative action is filed in accordance with Article 151, Paragraphs 2 and 3 of the Company Law if the shareholder has exhausted the company's internal remedies. In addition, a shareholder who initiates a representative lawsuit must meet the preconditions or be exempted from the preconditions before he can file a lawsuit in his or her own name.

A shareholder may initiate a representative proceeding only if one of the following circumstances occurs:

First of all, directors, supervisors, or senior managers violate the provisions of laws, administrative regulations, or the articles of association of the company when performing their duties, causing losses to the company. If a shareholder in distress abuses his shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

In any of these circumstances stipulated in Articles 21, 147, 148 and 149 of the Company Law, whether due to intentional or gross negligence, directors, supervisors and senior executives are difficult to self-report and self-punish due to the nature of human beings to seek advantages and avoid disadvantages.

Secondly, if others infringe upon the legitimate rights and interests of the company and cause losses to the company, and the company is negligent in protecting its rights, it can also start a representative lawsuit of the shareholders of the travel model, but it should be adopted with caution, after all, the legal subject of safeguarding the legitimate rights and interests of the company should be the company, and the representative lawsuit under special circumstances must perform certain pre-procedures.

This pre-procedure requires that the shareholder representative shall first apply in writing to the board of supervisors, the supervisors, the board of directors and the executive directors to file a lawsuit with the people's court in accordance with Article 151 of the Company Law, and if it is rejected or the board of supervisors, the supervisors, the board of directors and the executive directors do not file a lawsuit within 30 days from the date of receipt of the written application for cancellation, the shareholder representative may file a representative lawsuit.

At the same time, it also stipulates an exception to the pre-procedure, that is, when the situation is urgent and the company's interests will suffer irreparable losses if the situation is urgent and the company's interests will be irreparably damaged.

Legal basis] Article 151 of the Company Law, where directors and senior managers have the circumstances specified in Article 149 of this Law, shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may request in writing the board of supervisors or the supervisors of a limited liability company without a board of supervisors to file a lawsuit with the people's court; Where a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file a lawsuit in the people's court.

If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the interests of the company, the shareholders provided for in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

Legal analysis: The applicable circumstances of shareholder representative litigation are: 1. Directors and senior managers damage the rights and interests of the company; 2. At the written request of the shareholders, the board of supervisors or the board of directors is still negligent in performing its duties to safeguard the interests of the company; 3. Shareholders holding more than 1% of the shares, individually or collectively, for more than 180 days, may litigate on behalf of the company in their own name.

Legal basis: Article 151 of the Company Law of the People's Republic of China If a director or senior manager has any of the circumstances specified in Article 149 of this Law, and the shareholders and shares of a limited liability company who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may request in writing the board of supervisors or the supervisors of a limited liability company without a board of supervisors to file a lawsuit with the people's court; Where a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file a lawsuit in the people's court. If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the interests of the company, the shareholders provided for in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

1. Directors and senior managers damage the rights and interests of the company;

2. At the written request of the shareholders, the board of supervisors or the board of directors neglects to perform the duty of safeguarding the interests of the company;

3. Shareholders holding more than 1% of the shares, individually or collectively, for more than 180 days, may litigate on behalf of the company in their own name.

[Legal basis].Article 151 of the Company Law of the People's Republic of China.

If the directors or senior management personnel have the circumstances provided for in Article 100 and 49 of this Law, the shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may request in writing that the board of supervisors or the supervisors of a limited liability company without a board of supervisors file a lawsuit with the people's court; If a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing that the board of directors or the executive director of a limited liability company that does not have a committee led by Dong Chunchang file a lawsuit with the people's court. If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the interests of the company, the shareholders provided for in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

Shareholders may file a representative lawsuit in the following situations: the legitimate rights and interests of the company have been unlawfully infringed and the company has neglected to do so. According to the relevant laws and regulations, each owner of a limited liability company can file a lawsuit in the name of the company under the statutory conditions.

1. What should be done when the company's major shareholders infringe on the interests of minority shareholders?

When the majority shareholder of the company infringes on the interests of the minority shareholders, the minority shareholders may send a representative to file a lawsuit and roll the lawsuit.

Shareholder representative litigation, also known as derivative litigation and shareholder subrogation litigation, refers to a form of litigation in which the shareholders of the company sue in their own names when the legitimate rights and interests of the company are unlawfully infringed and the company is negligent in sustenance, and the compensation obtained is attributed to the company.

2. On the issue of major shareholders infringing on the interests of minority shareholders.

1. When the major shareholder controls the company's decision-making body through its shareholding ratio, and makes a decision not to distribute profits to shareholders, decides on the merger and division of the company, and transfers the company's main property, the small shareholders who hold the opposing vote may exercise the right to request for equity repurchase in accordance with the law, and require the company to repurchase its equity in accordance with the reasonable rate. 2. Shareholder representative litigation refers to the damage caused to the company by the company's interests due to the company's members' daring members, supervisors, senior managers to violate laws and regulations or violate the company's articles of association, and the relevant internal structure or personnel of the company cannot or neglect to prosecute and pursue their responsibilities, in order to safeguard the interests of the company and also to safeguard the interests of Xiaosaodong, the shareholders with legal qualifications are not violated for the interests of the company, and the minority shareholders can return the lawsuit filed on behalf of the company in their own name in accordance with legal procedures.

3. What is the way for small and medium-sized shareholders to exercise their shareholder right of action (002).

Ways for minority shareholders to exercise their shareholder right of action:

2. Shareholder subrogation litigation (indirect litigation) right refers to a lawsuit filed by a legally qualified shareholder on behalf of the company in accordance with legal procedures in order to safeguard the interests of the company and for the purpose of pursuing the responsibilities of these members or realizing these rights when the company neglects to pursue the responsibilities of the members of the company's organs or realize other rights through litigation.

Article 151 of the Company Law.

Where directors or senior managers have any of the circumstances provided for in Article 149 of this Law, shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or in aggregate for more than 180 consecutive days may request in writing that the board of supervisors or the supervisors of a limited liability company without a board of supervisors file a lawsuit with the people's court; Where a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file a lawsuit in the people's court.

If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and the interests of the company will be irreparably damaged if the lawsuit is not filed immediately, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.

The applicable circumstances of shareholder representative litigation include: 1. Shareholders holding more than 1% of the shares, individually or collectively, for more than 180 days, may represent the company in litigation in their own name; 2. At the written request of the shareholders, the board of supervisors or the board of directors is still negligent in performing its duty to safeguard the interests of the company; 3. Directors, supervisors and senior executives damage the rights and interests of the company.

[Legal basis].

Article 151 of the Company Law of the People's Republic of China Where directors and senior managers have any of the circumstances specified in Article 149 of this Law, the shareholders of a limited liability company or shareholders who hold more than 1% of the company's shares individually or collectively for more than 180 consecutive days may request in writing that the board of supervisors or the supervisors of a limited liability company without a board of supervisors file a lawsuit with the people's court; Where a supervisor has any of the circumstances provided for in Article 149 of this Law, the aforesaid shareholder may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file a lawsuit in the people's court. If the board of supervisors, the supervisors of a limited liability company without a board of supervisors, or the board of directors or executive directors refuse to file a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receipt of the request, or if the situation is urgent and failure to immediately file a lawsuit will cause irreparable damage to the interests of the company, the shareholders provided for in the preceding paragraph have the right to directly file a lawsuit in the people's court in their own name for the benefit of the company.