商法 英文版 课件company law 3
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Incorporation and Organization of a Joint Stock Limited Company
4.Structures
4.1 Shareholders General Assembly 4.1.2 Regular and temporary meetings (Article 101) 4.2The Board of Directors • The number of members (odd) • Have to set up
Company Law
1
Incorporation and Organization of a Joint Stock Limited Company 1.Incorporation
(1)The number of initiators meets the quorum;(2~200) (2) The capital share subscribed for and raised by the initiators reaches the minimum amount of the statutory capital; (3) The issuance of shares and the preparatory work accord with the provisions of the law;
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Incorporation and Organization of a Joint Stock Limited Company 6. Special Provisions on the Organization of a Listed Company • Listed Company: The company whose shares are listed and traded on a stock exchange. 6.1 Independent directors 6.2 A secretary of the board of directors (Functions )
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5.2 The duty of loyalty
•
•
•
cases involving transactions between a director and the corporation (self-dealing); cases involving a director taking advantage of an opportunity which arguably may belong to the corporation; and cases in which the director competes with the corporation its business.
ቤተ መጻሕፍቲ ባይዱ
4
Incorporation and Organization of a Joint Stock Limited Company
3. The initiators' liabilities • (1) In the case of failure to establish the company, bearing joint liabilities for the debts and expenses resulted from the activities prior to the incorporation of the company;
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(2) In the case of failure to establish the company, bearing joint liabilities for refunding the paid-up capital as well as the interests thereof computed at the bank interest rate for the same period; and
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Guth v.Loft,Inc.
Guth was a director and president of Loft.Inc., a company that made and sold candy, syrups, and beverages. In 1931, the opportunity presented itself for Guth to become one of the two major shareholders of a new Pepsi-cola company that was to acquire the Pepsi-Cola trademark and formula from a trustee in bankruptcy. Guth took that opportunity and then used Loft assets to aid the Pepsi-Cola business. Later, Loft sued Guth, asking the court to require Guth to turn over to Loft all of the Pepsi-Cola stock he owned. Guth lost in the trial court. (commercial opportunities)
(5) The company has a name, and its organization accords with that
of a joint stock limited company (6) The company has a domicile.
2
Incorporation and Organization of a Joint Stock Limited Company 1.Incorporation (1)The quorum (2)capital share ①Means of incorporation
6
4.3 The Board of Supervisors
• The number of members (odd) • Have to set up
7
Exercise
• Compare a limited liability company with a joint stock limited company involving the following aspects:
•Definition; •quorum; • minimum amount of capital; • drafting of articles of associations; • structures;
8
Incorporation and Organization of a Joint Stock Limited Company 5. Obligations of the Directors, Supervisors and Senior Managers of a Company 5.1Duty of obedience 5.2 The duty of loyalty 5.3 Duty of care
(3) If the company's interest is injured in the course of its incorporation due to the negligence of the initiators, being liable for making compensations to the company.
Promotion
Share offer
② Minimum amount of the registered capital and initial subscriptions
Promotion(5,000,000; 20%) subscribed capital system Share offer(5,000,000;35%) contributed capital system3
(4) The articles of association are formulated by the initiators, and
are adopted at the inaugural assembly if the company is to be launched by means of share offer;
Incorporation and Organization of a Joint Stock Limited Company 2. Procedure of incorporation
① Agreement of initiators ② Subscribing shares and setting up corporate schemes ③ Inauguration assembly ④ Registration
12
•
Incorporation and Organization of a Joint Stock Limited Company
4.Structures
4.1 Shareholders General Assembly 4.1.2 Regular and temporary meetings (Article 101) 4.2The Board of Directors • The number of members (odd) • Have to set up
Company Law
1
Incorporation and Organization of a Joint Stock Limited Company 1.Incorporation
(1)The number of initiators meets the quorum;(2~200) (2) The capital share subscribed for and raised by the initiators reaches the minimum amount of the statutory capital; (3) The issuance of shares and the preparatory work accord with the provisions of the law;
11
Incorporation and Organization of a Joint Stock Limited Company 6. Special Provisions on the Organization of a Listed Company • Listed Company: The company whose shares are listed and traded on a stock exchange. 6.1 Independent directors 6.2 A secretary of the board of directors (Functions )
9
5.2 The duty of loyalty
•
•
•
cases involving transactions between a director and the corporation (self-dealing); cases involving a director taking advantage of an opportunity which arguably may belong to the corporation; and cases in which the director competes with the corporation its business.
ቤተ መጻሕፍቲ ባይዱ
4
Incorporation and Organization of a Joint Stock Limited Company
3. The initiators' liabilities • (1) In the case of failure to establish the company, bearing joint liabilities for the debts and expenses resulted from the activities prior to the incorporation of the company;
•
(2) In the case of failure to establish the company, bearing joint liabilities for refunding the paid-up capital as well as the interests thereof computed at the bank interest rate for the same period; and
10
Guth v.Loft,Inc.
Guth was a director and president of Loft.Inc., a company that made and sold candy, syrups, and beverages. In 1931, the opportunity presented itself for Guth to become one of the two major shareholders of a new Pepsi-cola company that was to acquire the Pepsi-Cola trademark and formula from a trustee in bankruptcy. Guth took that opportunity and then used Loft assets to aid the Pepsi-Cola business. Later, Loft sued Guth, asking the court to require Guth to turn over to Loft all of the Pepsi-Cola stock he owned. Guth lost in the trial court. (commercial opportunities)
(5) The company has a name, and its organization accords with that
of a joint stock limited company (6) The company has a domicile.
2
Incorporation and Organization of a Joint Stock Limited Company 1.Incorporation (1)The quorum (2)capital share ①Means of incorporation
6
4.3 The Board of Supervisors
• The number of members (odd) • Have to set up
7
Exercise
• Compare a limited liability company with a joint stock limited company involving the following aspects:
•Definition; •quorum; • minimum amount of capital; • drafting of articles of associations; • structures;
8
Incorporation and Organization of a Joint Stock Limited Company 5. Obligations of the Directors, Supervisors and Senior Managers of a Company 5.1Duty of obedience 5.2 The duty of loyalty 5.3 Duty of care
(3) If the company's interest is injured in the course of its incorporation due to the negligence of the initiators, being liable for making compensations to the company.
Promotion
Share offer
② Minimum amount of the registered capital and initial subscriptions
Promotion(5,000,000; 20%) subscribed capital system Share offer(5,000,000;35%) contributed capital system3
(4) The articles of association are formulated by the initiators, and
are adopted at the inaugural assembly if the company is to be launched by means of share offer;
Incorporation and Organization of a Joint Stock Limited Company 2. Procedure of incorporation
① Agreement of initiators ② Subscribing shares and setting up corporate schemes ③ Inauguration assembly ④ Registration
12