Performance

The new Company Law promotes the transformation of corporate governance from shareholder primacy to director primacy. This imposes governance responsibility on entrepreneurs such as directors, supervisors, officers (DSOs) and actual controllers of a company, increasing their risk of performing duties with their personal property at stake. Therefore, reducing the risk of entrepreneurs and their families facing compensation over corporate governance is of great concern.

Both party A and party B are shareholders of company a, with a accounting for 30% of the shares and B for a state-owned enterprise holding company, accounting for 50% of the shares. Mr. Li is a director appointed by company B to company a, and also the head of financial department of company A. At the beginning of 2021, party A learned that there was still 1 million yuan of capital contribution of company B due but not paid in, and Mr. Li never called on company B according to his duty when he clearly learned that company B did not fulfill his obligation of capital contribution. In addition, Li used his authority to change the management authority of company A's office system, adjust the relevant processes and procedures of the company's internal management, and put pressure on the employees without reason, resulting in the failure of company A's normal operation for three consecutive months. In view of Li's behavior, how should company a and shareholders a protect the rights and interests of the company and themselves?

In recent years, the competition for corporate control has become more and more intense. The form of competition is no longer confined to the background, but gradually moved to the stage. In order to fight for corporate control, the disputes about the representation of corporate will caused by the internal power struggle in commercial cases are increasing. Voting right has also become the focus of contention among shareholders. If they fail to fulfill the obligation of capital contribution on schedule, there are serious differences among shareholders about whether their voting right can be limited. In the absence of special provisions in the articles of association, should shareholders vote according to the proportion of paid in capital contribution or the proportion of subscribed capital contribution?