Lawyer’s Interpretation: Li Guoqing’s Yu Yu’s Strike Controversy Focuses on Holding Shares for Children
When Dangdang’s right to compete was staged again, Li Guoqing “robbed” the official seal of Dangdang Company, which attracted much attention.How to split the shareholding of husband and wife?Who owns the right to hold the son’s shares?Conduct, Sauna, Yewang invited Han Xiao, a lawyer from Beijing Kangda Law Firm, and Zhao Zhan, a lawyer from Beijing Zhilin Law Firm, to conduct professional analysis on the above key issues.Voting rights are in dispute: Sao Ye Ye: At present, Li Guoqing and Yu Yu are not divorced. What should be the proportion of votes if the merger shareholders meet?Zhao Occupation: This issue is somewhat controversial.During the duration of the relationship between husband and wife, and then set up a company, equity is the common property of the husband and wife, in principle called equity is divided equally.But this split is only when the divorce divides the property.When there is no divorce or the divorce proceedings have not ended, then each party has only nominal shares, and the voting rights should be exercised in accordance with this.Because although the property rights of the husband and wife are shared property, this property refers to ownership rights, and many of the equity rights are identity rights. Some of them, such as voting rights, are an identity right that is exclusive to nominal shareholders.At present, there are certain problems in voting for shares held by the actual holders without completing the divorce split.Han Xiao: We believe that the husband and wife joint property system has an internal effect between husband and wife. The effect of husband and wife joint property cannot break through their relativity, and cannot break and affect the effectiveness of the shareholder register and the publicity of industrial and commercial property rights information. The company’s shareholders should strictly abide by the publicly announced shareholding structure when conducting a vote. Otherwise, we actually believe that it violates the fundamentals of the limited company’s eligibility and fit and harms the interests of other shareholders.I think it is actually necessary to follow one of their own shares to vote.According to the relevant provisions of the “Company Law”, the procedures of the shareholders’ meeting, voting procedures, etc., should be stipulated by the company’s articles of association.A shareholder meeting will revise the company’s articles of association, increase the resolution to reduce the registered capital, and merge and split the dissolution and change the company’s resolution, and must be approved by more than 2/3 of the voting rights of the representatives.Therefore, if there is no divorce between Li Guoqing and his wife, the shareholders’ meeting will not be able to make effective resolutions. I think this statement is incorrect.Sauna Night: According to the information registered in the current industrial and commercial information system, Yu Yu holds more than 60% of the shares. Dangdang’s statement is that Yu Yu has 52 shares.23%, can Li Guoqing trigger a vote without divorce?Zhao Occupation: This issue is controversial. I personally think that the voting should be based on the distribution ratio shown in the industrial and commercial registration system. If the divorce is completed or the two parties have reached an agreement, they can use the actual shareholding ratio.Now there is a new variable in the situation. The children of both parties hold 18% of the shares. If the situation is true, even according to Li Guoqing ‘s algorithm, his actual share ratio is less than 46%, which may be less than 40%. It may be combined with other small shareholders.Not half.Who owns the 18% voting rights held by the child?Sauna Yewang: Let’s talk about the issue of generation-to-generation holding, because their son’s equity is held by two husbands and wives, can the shareholder be able to exercise voting rights?Han Xiao: To hold the corresponding voting rights for copyright, you must have a statutory registration process in advance.If an anonymous shareholder wants to exercise the right to vote, it must be dealt with explicitly.Only with the approval of more than half of the other shareholders of the company can the shareholders be qualified to exercise their voting rights. If it has not undergone explicit processing, there is no corresponding voting right.Sauna Night Net: Just when it comes to registration, is it once registered in the business information system?Or the company’s internal charter?Han Xiao: Generally, we think that both should be registered accordingly. At present, we need to make effective judgment based on the company’s articles of association.Zhao Occupation: It is necessary to clear the source of the shares held on behalf. In judicial practice, signing a proxy agreement for holding instead of exercising the rights of shareholders, including voting rights and dividends, is a temporary agreement.In another case, his shares came from gifts from other shareholders.In general, the gift contract requires a budget. If there is no previous, the donor can be revoked.Unless charitable gifts cannot be revoked, some promise to donate and then do n’t.Notarized gift contracts cannot be revoked.This case, if it is said that there is a proxy, it will be very complicated, and it will become the focus of the divorce proceedings involving both parties.At present, we do not have a very comprehensive information, it is difficult to make a judgment.Sauna Nightnet: If, at that time, the sons of the two did not have this legal holding arrangement, if the sons are now of legal age, can they directly exercise their voting rights?Zhao Occupation: If the husband and wife share the common property as gifts, the son has no actual expenditure.Can the spouse cancel?It is possible to revoke the gift, but the question of whether to hold 9% or 18%.Han Xiao: If the child reaches the age of 18, he must be dealt with accordingly.If the property has been given before the divorce, and both parties agree, it is legal and valid.As long as you are of legal age, make changes accordingly.Sauna Nightnet: The gifted shares must go through a public registration process before they can continue to exercise their right to vote?Zhao occupation: yes.It is necessary to register the change of industry and commerce before it is a gift contract.If there is no change, it means that there is no actual budget.Sauna, Ye Wang Lu Yifu Chen Weicheng Cheng Zijiao Intern Dana Editor Xu Chao Proofreading Chen Diyan