Corporate Litigation Study. Does the anonymous shareholder have the qualification of the shareholder's right to know the subject of litigation?
Published:
2020-12-08
Since the dormant shareholder lacks the identity of a shareholder with publicity effect, it is generally necessary to claim the shareholder's right to know through the shareholders recorded in the industrial and commercial registration. However, if the dormant shareholder signs a relevant proxy or representative agreement with the registered shareholder or shareholder representative, or if the court or arbitration institution has decided to determine the identity of the shareholder, the people's court may allow the company and other shareholders to exercise the shareholder's right to know. Except where the nominee agreement between the anonymous shareholder and the registered shareholder or the shareholder's representative provides that the registered shareholder shall exercise the shareholder's right to know.
Case 1: Wu Airong and Shengli Oilfield Furuite Petroleum Equipment Co., Ltd. The retrial case of the dispute over the shareholders' right to know (case No.:(2019) Lu Minshen No. 1951. Trial court: Shandong Higher People's Court)
The Higher People's Court of Shandong Province held that the applicant had not provided evidence such as the register of the dormant shareholders of the respondent, nor had it provided the relevant equity proxy or representative agreement signed between it as a contributor or dormant shareholder and a prominent shareholder or shareholder representative in the industrial and commercial register, the court of first instance cannot determine the rights and obligations between the applicant and the registered shareholders such as Tian Mou, the shareholder representative representing the rights of its shareholders, and the respondent's Fruite Company. Therefore, it is proposed that "substantive justice should be pursued, not influenced by the formal evidence of industrial and commercial registration. For the legal relationship between anonymous shareholders and prominent shareholders and the company, whether there is an agreement between the two parties and the specific content should be followed, the determination of whether the anonymous shareholder directly exercises his rights in the company in the name of the shareholder" and other reasons, even if established, cannot be supported by the lack of corresponding evidence.
Case 2, Shanghai Qunce Investment Development Co., Ltd., Pingdingshan Qunce Xieli Real Estate Co., Ltd. shareholders right to know dispute retrial case (case No.:(2019) Yu Min Shen No. 1958 civil ruling. Trial court: Henan Higher People's Court)
The Higher People's Court of Henan Province held that Shanghai Qunce Company requested to exercise the shareholders' right to know as a shareholder, and Pingdingshan Qunce Company rejected its request in accordance with the agreement of the Shareholding Agreement signed with Jiang Shunjian and Shanghai Qunce Company. Because the "Shareholding Agreement" is not only an agreement between Jiang Shunjian and Shanghai Qunze Company on the shareholding of the company, Pingdingshan Qunze Company also sealed as a witness to confirm that the agreement is an agreement on internal relations between the three parties, the content does not violate the legal prohibition, the three parties are binding. The Shareholding Agreement clearly stipulates that Shanghai Qunce Company shall exercise all shareholders' rights stipulated in the Company Law in accordance with Jiang Shunjian's wishes. Shanghai Qunce Company has no evidence to deny the authenticity of the Shareholding Agreement and cannot prove that its exercise of shareholders' rights meets the conditions stipulated in the Agreement. Therefore, it is not improper for the effective judgment to support the handling result of its litigation request.
Referee rules:
Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders, and Wu Airong is not a shareholder recorded in the register of shareholders and cannot exercise the right to know as a shareholder, even if he is indeed an anonymous shareholder, he can only exercise his rights indirectly through the prominent shareholders recorded in the register of shareholders.
Because the "Shareholding Agreement" is not only an agreement between shareholders on the shareholding, the company also as a witness to seal confirmation, the agreement is the agreement of the three parties on the internal relationship, the content does not violate the legal prohibition, the three parties are binding.
lawyer's view]
In general, the right to know of shareholders is exercised by the nominal shareholders recorded in the register of shareholders, and the hidden shareholders can only claim to exercise the right to know of shareholders through the nominal shareholders. However, if the company, as a witness, seals and confirms the identity of the dormant shareholder on the Agreement, the agreement is binding on all three parties, and the court may allow the dormant shareholder to directly exercise the shareholders' right to know if the agreement does not expressly stipulate that only the registered shareholders can exercise the shareholders' right to know.
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