Question

中文翻译成英文，拜托了，谢谢！

美国公司法赋予小股东一定条件下的
“退出权”(即诉请法院判令大股东以合理价格购买
小股东的股份) , 我们也可考虑借鉴。
2、在不违背现行法律法规的基础上, 探索建
立符合非上市公司实际的特殊法人治理结构。
(1) 可以考虑改革高层管理人员薪金制度, 缩
小高层管理人员自身利益与公司利益的矛盾。美国
公司法学者Jensen 和Meckling 指出, 组建公司的动
因是节约交易成本, 但公司作为一种组织, 却无法
克服高层管理人员利益与公司利益不一致的矛盾,
这种不一致必然会带来代理成本, 科学的公司治理
结构形式应该把这种代理成本降到最低。〔3〕我们可
以借鉴一些成熟市场经济国家股份公司的做法, 改
革非上市公司高层管理人员薪金制度, 减少代理成
本。比如可以考虑任期薪金制, 高管人员的薪金取
决于其完整任期内的业绩, 克服经营层的短期掠夺
行为; 还可以考虑股价薪金制, 高管的薪酬取决于
公司股票在市场的表现(前提是建立健全一个有效的非上市公司股票流通市场, 这应该是可以预见
的) ; 等等。
(2) 可以在非上市公司中推行董事、监事选举
的累积投票制。根据新《公司法》第一百零六条,
“累积投票制, 是指股东大会选举董事或者监事时,
每一股份拥有与应选董事或者监事人数相同的表决
权, 股东拥有的表决权可以集中行使。”假设某非
上市股份有限公司需选举5 名董事, 则每一股份拥
有5 个表决权, 如果采取累积投票制, 这5 个表决
权可以集中行使(即5 票都投给一个候选人) , 这
样就可以增加小股东选择自己的代言人进入董事
会、监事会的机会, 进而约束大股东侵犯小股东利
益行为。
(3) 可以考虑引入“类别股东表决制”, 保护
小股东利益。“类别股东表决制”在发达市场经济
国家比较普遍, 指的是不同股东在公司管理、利益
分配等方面享有不同的权利(Class rights) , 同一类
别股东对事关自身特殊利益的重大事项可以单独表
决通过对公司有约束力的决议。
4.完善司法救济程序, 确保股东诉讼制度有
效运行。发达国家的股东诉讼一般分为“直接诉
讼” (direct suits) 和“代表诉讼” (derivative suits)
两种, 前者是指股东以自己的名义起诉公司侵权,
后者则是指股东以公司名义、代表公司起诉公司董
事等高级管理人员滥用职权侵害公司利益的行为。
对于这两类诉讼, 发达国家都形成了一整套完整可
行的诉讼程序制度。我国旧《公司法》完全没有涉
及股东诉讼的规定, 新《公司法》第一百五十二条
规定了持股1 %以上的股东可以书面请求监事会起
诉滥用职权侵害公司利益的董事、高级管理人员,
一定条件下可以自己的名义直接起诉; 第一百五十
三条规定了“董事、高级管理人员违反法律、行政
法规或者公司章程的规定, 损害股东利益的, 股东
可以向人民法院起诉”。
比较新《公司法》和国外的股东诉讼制度, 我
们不难看出, 《公司法》第一百五十三条大约相当
于国外的股东“直接诉讼”, 但第一百五十二条的
规定与真正意义的股东代表诉讼还有一定差距, 因
为国外的股东“代表诉讼”是以公司名义提起的，诉讼费用由公司承担, 而股东依《公司法》第一百
五十二条提出的诉讼须以自己名义, 诉讼费用由自
己承担, 这就极大地削弱了股东提起诉讼的积极
性。虽然如此, 但第一百五十二条毕竟给小股东维
权提供了一条司法渠道。接下来我们要做的是借鉴
国外经验, 探索出一条切实可行的、符合我国实际
的诉讼程序, 确保股东诉讼制度有效运行。如, 诉
讼之管辖; 原告和被告能否和解; 如果原告胜诉,
能否向公司(受益人) 主张诉讼支出; 被告有哪些
抗辩权利; 等等。

Answer 1

Law gives shareholders the United States under certain conditions

"Right of Withdrawal" (which filed for court judgments against the majority shareholder to buy at reasonable prices

Shares of minority shareholders), we may also consider drawing.

2, without violating existing laws and regulations based on the exploration building

Establish the actual non-listed companies meet specific corporate governance structure.

(1) senior management to consider reform of pay systems, reduce

Small senior management self-interest conflicts with the interests of the company. United States

Jensen and Meckling company law scholars that established the company's move

Result is to save transaction costs, but the company as an organization, but not

To overcome the interests of senior management is inconsistent with the interests of the company's contradictions

This inconsistency is bound to bring agency costs, corporate governance of science

Structure should minimize such agency costs. 〔3〕 we can

To learn from mature market economies, stock company, replacing

Leather top management of non-listed companies pay system, reducing agents into

This. Example, consider a term salary system, the salaries of senior executives to take

Depends on its full term performance, to overcome the short-term predatory business layer

Behavior; also consider stock assessment system depends on executive pay

Stock market performance (provided that establish an effective flow of non-listed companies stock market, which should be predictable

A); so.

(2) can be implemented in non-listed companies, directors, supervisors election

The cumulative voting system. Under the new "Company Law" Article 6,

"Cumulative voting system, is the general meeting of shareholders to elect directors or supervisors, the

Each stock has to be elected directors or supervisors with the same number of votes

Rights, shareholders have the right to vote can concentrate on exercise. "Suppose a non-

Listed Company Limited be elected five directors, each share owned

There are five voting, cumulative voting system, if adopted, this 5 votes

Can focus on the exercise of the right (that is 5 votes cast for a candidate), which

Like to increase the minority shareholders to choose their own spokesmen to the director

Council, Board of Supervisors the opportunity to further constraint violations shareholder interests of minority shareholders

Beneficial behavior.

(3) consider the introduction of "class shareholders to vote" system to protect

Interests of minority shareholders. "Class shareholders to vote" system in the developed market economies

Countries more common, referring to the different stakeholders in corporate governance, the interests of

Enjoys a different allocation of rights (Class rights), the same type of

Other shareholders related to their major issues of special interest can be a separate table

Decision by a binding resolution of the company
4. Improve judicial relief procedures to ensure that shareholder litigation has

Effective operation. Shareholder litigation in developed countries are generally divided into "direct appeal

First Instance "(direct suits) and" representative actions "(derivative suits)

Two, the former refers to the shareholders to sue companies on behalf of their infringement,

The latter refers to the name of a company shareholder, sued the company on behalf of directors

Things such as abuse of power against senior management interests of the company.

For these two types of action, developed countries can form a complete set of

Line system of the proceedings. My old "Company Law" did not involve

And shareholder lawsuits under the new "Company Law" Article 52

Provides shareholders holding more than 1% may request in writing from the Board of Supervisors

V. abuse of power against the interests of the company directors, senior management,

Under certain conditions, can be sued directly in their own name; 150th

3 states that the "directors, senior management personnel who violate the laws and administrative

Regulations or the articles of association, harm the interests of shareholders, shareholders

Can the people's court. "

Relatively new "Company Law" and the foreign shareholder litigation, I

Are not difficult to see, "Company Law" Article 53 of about considerable

Foreign shareholders in "direct action", but the first 百 52's

And the true meaning of the provisions of the shareholder lawsuit still a gap, because

For foreign shareholders, "Representative Action" is a name of a company instituted, litigation costs borne by the company and shareholders in accordance with "Company Law" Article

52 lawsuits to be in his own name, the cost of litigation by the self-

Have to bear, which greatly weakened the positive shareholder litigation

Sex. Even so, the first 百 52, after all, to the minority shareholders Victoria

Provides a right of access to justice. Next we want to do is learn

Foreign experience, to explore a practical, in line with our actual

Litigation procedures to ensure effective functioning of shareholder litigation. For example, v

The jurisdiction of First Instance; plaintiff and the defendant can reconciliation; If the plaintiffs win,

Can the company (the beneficiary) claim litigation expenses; the defendant which

Defense rights; and so on.

Answer 2

American law gives small shareholder certain conditions
"TuiChuQuan" (i.e., filing the court ordered big shareholders with reasonable price
Small shareholder), we will consider using for reference.
2, in the existing laws and regulations, and on the basis of exploration
Made with private companies actually special corporate governance structure.
(1) may consider senior management personnel salary system reform, shrinkage
Small executives self-interest and the interests of the company. U.S.
Jensen and Meckling law scholars pointed out, a company
Because be reduce transaction costs, but as a group, but can't
Overcome the senior management personnel with the company's benefit interests contradiction inconsistent,
This agreement will bring agency costs, the science of corporate governance
The structure of the agency cost form should be minimized. [3] we can
With reference to some mature market economic countries joint-stock company, change
Senior management personnel: private company, reducing agent as salary system
This. Such as salary system, can consider term executive's salary
Never in its full term, overcome the performance management of short-term plundered
Behavior, Also consider price system, the executive pay salary depends
Stock in a company in the market is to establish and perfect the premise (a private company stock circulation market, this should is predictable
), And so on.
(2) can be in private companies in directors and supervisors of the election
The cumulative voting system. According to the new "law article 106,
"The cumulative voting system, refers to the shareholders for the election of directors or supervisors,
Each candidate the same number of directors or supervisors of the vote
Shareholders have voting rights, can focus on exercise. "Suppose a non
Listed Co., LTD to five directors elected, each stock
Five voting, if adopted, the cumulative voting system five vote
Right can focus on exercise (i.e. 5 tickets were cast a candidate), this
Small sample could increase to choose their own shareholders into director spokesperson
The board of supervisors, and constraints to infringe the big shareholders shareholders
PE behavior.
(3) can consider introducing "category", BiaoJueZhi shareholder protections
Small shareholders. "BiaoJueZhi category shareholder in developed market economy
Countries are different, refers to the interests of shareholders in the company management,
Distribution of different aspects of the right to enjoy the same rights and scale-up ()
Don't of matter their special interests shareholders can separate the major issues
Through the company should have binding resolution.
Perfect judicatory relief program and ensure shareholder litigation system
Effect of operation. The developed countries are generally classified into "direct shareholder lawsuits
Litigation (suits) and "as representative lawsuit derivative (suits)."
Two, the former refers to the shareholders sued company in its own name infringement,
The latter refers to the name of a company, the shareholders representing the company sued by company
Thing senior managerial personnel of the company interests infringed abuse.
For these two types of litigation, the developed countries have formed a complete set
Procedural system works. Our old "company law" completely without involvement
And the shareholders, new company law article 152
The shareholding 1 % above provisions of the shareholders may request in writing
Lawsuit abuse enroach on the interests of the company directors and senior management personnel,
Certain conditions may his name directly prosecution, DiYiBaiWuShi
Three regulations "directors and senior management personnel violates laws, administrative
Regulations or the articles of association, the shareholder, the interests of the shareholders damage
The people's court.
Compare the new company law and foreign shareholder litigation system, and me
It is easy to see, "the law of article153 about quite
In foreign shareholder "direct action", but the article 152
And the real meaning of shareholders representing litigation, because there is still a certain gap between
For foreign shareholders' representative lawsuit filed in the name of a company, litigation expenses to be borne by the company and shareholder in the company's 100th
WuShiErTiao claim shall be on their own behalf, the cost of litigation by since
Oneself undertake, it greatly weakened shareholder litigation actively
Sex. Even so, but all article152 for small shareholders
Power provides a judicial channels. Next we will do
Foreign experience, a feasible and practical conforms to our country
The litigation procedure, to ensure shareholder litigation system operation. Such claims
The litigation jurisdiction, The plaintiff and defendant can compromise, If the plaintiff,
Whether to (beneficiary) advocate litigation expenses, What are the defendant
Defense right, And so on.

Answer 3

Law gives shareholders the United States under certain conditions
"Right of Withdrawal" (which filed for court judgments against the majority shareholder to buy at reasonable prices
Shares of minority shareholders), we may also consider drawing.
2, without violating existing laws and regulations based on the exploration building
Establish the actual non-listed companies meet specific corporate governance structure.
(1) senior management to consider reform of pay systems, reduce
Small senior management self-interest conflicts with the interests of the company. United States
Jensen and Meckling company law scholars that established the company's move
Result is to save transaction costs, but the company as an organization, but not
To overcome the interests of senior management is inconsistent with the interests of the company's contradictions
This inconsistency is bound to bring agency costs, corporate governance of science
Structure should minimize such agency costs. 〔3〕 we can
To learn from mature market economies, stock company, replacing
Leather top management of non-listed companies pay system, reducing agents into
This. Example, consider a term salary system, the salaries of senior executives to take
Depends on its full term performance, to overcome the short-term predatory business layer
Behavior; also consider stock assessment system depends on executive pay
Stock market performance (provided that establish an effective flow of non-listed companies stock market, which should be predictable
A); so.
(2) can be implemented in non-listed companies, directors and supervisors election
The cumulative voting system. Under the new "Company Law" Article 6,
"Cumulative voting system, is the general meeting of shareholders to elect directors or supervisors, the
Each stock has to be elected directors or supervisors with the same number of votes
Rights, shareholders have the right to vote can concentrate on exercise. "Suppose a non-
Listed Company Limited be elected five directors, each share owned
There are five voting, cumulative voting system, if adopted, this 5 votes
Can focus on the exercise of the right (ie 5 votes cast for a candidate), which
Like to increase the minority shareholders to choose their own spokesmen to the director
Council, Board of Supervisors the opportunity to further constraint violations shareholder interests of minority shareholders
Beneficial behavior.
(3) consider the introduction of "class shareholders to vote" system to protect
Interests of minority shareholders. "Class shareholders to vote" system in the developed market economies
Countries more common, referring to the different stakeholders in corporate governance, the interests of
Enjoys a different allocation of rights (Class rights), the same type of
Other shareholders related to their own special interests, major issues can be a separate table
Decision by a binding resolution of the company.
4. Improve judicial relief procedures to ensure that shareholder litigation has
Effective operation. Shareholder litigation in developed countries are generally divided into "direct appeal
First Instance "(direct suits) and" representative actions "(derivative suits)
Two, the former refers to the shareholders to sue companies on behalf of their infringement,
The latter refers to the name of a company shareholder, sued the company on behalf of directors
Things such as abuse of power against senior management interests of the company.
For these two actions, developed countries can form a complete set of
Line system of the proceedings. My old "Company Law" did not involve
And shareholder lawsuits under the new "Company Law" Article 52
Provides shareholders holding more than 1% may request in writing from the Board of Supervisors
V. abuse of power against the interests of the company directors, senior management,
Under certain conditions, can be sued directly in their own name; 150th
3 provides for the "Directors and senior management personnel who violate the laws and administrative
Regulations or the articles of association, harm the interests of shareholders, shareholders
Can the people's court. "
Relatively new "Company Law" and the foreign shareholder litigation, I
Are not difficult to see, "Company Law" Article 53 of about considerable
Foreign shareholders in "direct action", but the first 百 52's
And the true meaning of the provisions of the shareholder lawsuit still a gap, because
For foreign shareholders "representative action" is a name of a company instituted, litigation costs borne by the company and shareholders in accordance with "Company Law" Article
52 lawsuits to be in his own name, the cost of litigation by the self-
Have to bear, which greatly weakened the positive shareholder litigation
Sex. Even so, the first 百 52, after all, to the minority shareholders Victoria
Provides a right of access to justice. Next we want to do is learn
Foreign experience, to explore a practical, in line with our actual
Litigation procedures to ensure effective functioning of shareholder litigation. For example, v
Jurisdiction of First Instance; plaintiff and the defendant can reconciliation; If the plaintiffs win,
Can the company (the beneficiary) claim litigation expenses; the defendant which
Defense rights; and so on.

Answer 4

Law gives shareholders the United States under certain conditions
"Right of Withdrawal" (which filed for court judgments against the majority shareholder to buy at reasonable prices
Shares of minority shareholders), we may also consider drawing.
2, without violating existing laws and regulations based on the exploration building
Establish the actual non-listed companies meet specific corporate governance structure.
(1) senior management to consider reform of pay systems, reduce
Small senior management self-interest conflicts with the interests of the company. United States
Jensen and Meckling company law scholars that established the company's move
Result is to save transaction costs, but the company as an organization, but not
To overcome the interests of senior management is inconsistent with the interests of the company's contradictions
This inconsistency is bound to bring agency costs, corporate governance of science
Structure should minimize such agency costs. 〔3〕 we can
To learn from mature market economies, stock company, replacing
Leather top management of non-listed companies pay system, reducing agents into
This. Example, consider a term salary system, the salaries of senior executives to take
Depends on its full term performance, to overcome the short-term predatory business layer
Behavior; also consider stock assessment system depends on executive pay
Stock market performance (provided that establish an effective flow of non-listed companies stock market, which should be predictable
A); so.
(2) can be implemented in non-listed companies, directors, supervisors election
The cumulative voting system. Under the new "Company Law" Article 6,
"Cumulative voting system, is the general meeting of shareholders to elect directors or supervisors, the
Each stock has to be elected directors or supervisors with the same number of votes
Rights, shareholders have the right to vote can concentrate on exercise. "Suppose a non-
Listed Company Limited be elected five directors, each share owned
There are five voting, cumulative voting system, if adopted, this 5 votes
Can focus on the exercise of the right (that is 5 votes cast for a candidate), which
Like to increase the minority shareholders to choose their own spokesmen to the director
Council, Board of Supervisors the opportunity to further constraint violations shareholder interests of minority shareholders
Beneficial behavior.
(3) consider the introduction of "class shareholders to vote" system to protect
Interests of minority shareholders. "Class shareholders to vote" system in the developed market economies
Countries more common, referring to the different shareholders in the company

Answer 5

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