The Withdrawal of Shareholders - Free Essay Example

Sample details Pages: 5 Words: 1478 Downloads: 10 Date added: 2017/06/26 Category Business Essay Type Analytical essay Did you like this example? Considering the many unfavorable results of company dissolution, it can be appointed in the articles of association that the withdrawal of shareholders should be the pre-procedure for dissolution of the company. Only when shareholders cannot agree upon their ways of withdrawal, the company takes the act of dissolution. Therefore, the author suggests that the company regulates in the articles of association that the withdrawal of shareholders should be a necessary procedure before the resolution of the company. But it should not force different parties of the shareholders to agree upon this resolution. Shareholders should be allowed to discuss on this matter, the best result is to form a resolution, but if a resolution cannot be made, the dissolution of the company is employed. Since dissolution of the company is the last measure for company to resolve corporate deadlock, it should be regulated in the articles of association, so that the company can enter into the dissolution process and thereby break the corporate deadlock. At the time of the establishment of a company, it allows shareholders to choose their ways of withdrawal according to their wishes and the actual situation of the company. It must be noted that the first approach is the best strategy. Not only does it allow the company to continue to exist, the procedure of it is simple. The second approach may well be a good way to resolve the corporate deadlock, especially for large-scale enterprises with good assets and good operating state. It is a move that can be boldly took on the condition that it does not damage the creditors’ interest. However, this approach involves reducing the company’s registered capital. Shareholders should form resolution on the reduction of capital (it is a difficult move in the case of the loss of mutual trust among shareholders). The company should notify known creditors and make newspaper announcements, but at the same time safeguard t he interests of creditors. It can be seen that the procedure of the second approach is more complicated than the first approach. And it also involves complex issues such as the protection of creditors and equity price. Therefore, for company with poor operating conditions, non-performing assets and debt, it should be cautious when adopting the second approach in case the withdrawal of one side of the shareholders may result in the situation where the company’s asset is insufficient to cover the debt, and therefore damages the creditors’ interest, especially when some shareholders attempt to withdraw their capital to circumvent their shareholder responsibilities. For these reasons, the author is inclined to the first approach. It has been mentioned that when taking the first approach, it is unfair to force one party to transfer their shares. The way of transfer should be allowed to be discussed. In order to determine the transfer and buyer of the shares, there is a à ¢â‚¬Å"bidding process† that can be referred to in the judicial practice. In the bidding process, the articles of association provide the bids. Within a prescribed period of bid, shareholders with the highest price become the buyer, while shareholders who do not participate in the bidding or offer a lower price have to transfer their shares. In such way, the company solves the transfer problem with a bid. The author believes that the transfer of shares is very complicated. There are plenty ways of transferring, for example, it can be transferred internally or externally. There are many shareholders in the internal transfer. To decide which shareholder to transfer to and the price of transfer can be a bother. It is difficult for the articles of association to cover all the situations. And often the more it regulates, the more possible vulnerabilities there are. Therefore, the author believes that the company does not need to have specific provisions on transfer in the articles o f association. It only needs to make sure that the transfer is a necessary pre-procedure. All sides can discuss upon this matter. And if a resolution cannot be formed, then the company dissolved. Therefore, the author suggests that the articles of association regulate the following: If the Board of Directors could not form effective resolutions on matters that need to be resolved, then the meeting should be postponed and reconvened twenty-four hours later. If the board reconvened is still unable to form any effective resolution, it should keep detailed records of relevant discussions and hand them over to shareholders or designated representatives for further discussion and resolution. Within forty-five days after the board meeting reconvened, if shareholders or designated representatives still could not form any effective resolution, shareholders should discuss on the purchase of equity by one side of the shareholders from the other side. If shareholders fail to reach an a greement on the sale of equity, either party may inform the other party by written notice to convene a board meeting to discuss the dissolution of the company. Shareholders should urge directors to attend the meeting and agree to sign the resolution on the dissolution and liquidation of the company. It should be noted that, Article 75 in â€Å"The Law of Corporations† provides the shareholders withdrawal system, but it does not specify whether the corporate deadlock conforms to its regulations. The Article 75 regulates: â€Å"Under the following circumstances, shareholders who vote against the resolution may request the company to purchase their shares at a reasonable price: 1. The company does not distribute profits to shareholders for five consecutive years, while the company is actually profitable during the five years, and it conforms to the profit distribution conditions regulated in this provision; 2. The company merges, divides or transfers its main property; 3. Du e to the expiration of the term of the operation of the company as regulated in the articles of association, or other reasons for the dissolution of the company, the shareholders’ meeting forms an resolution to revise the articles of association and continue the existence of the company. Within 60 days after the meeting form the resolution, if shareholders cannot come to a purchase agreement with the company, they can institute a proceeding against the company within 90 days after the meeting. The author believes that the withdrawal situation as provided in the provision contains three parts: the shareholders’ meeting has form a resolution, shareholders who withdraw vote against the resolution, and it is the company who buys back the shares rather than other shareholders. But in the case of corporate deadlock, it is impossible for shareholders to from any resolution. And for Sino-foreign joint ventures, the organizational structure of the company is the board of direct ors rather than the board of shareholders. Therefore, provisions of the Article 75 in â€Å"The Law of Corporations† do not apply to the corporate deadlock of joint ventures. Section II Solution during the Event Solution during the event means when conflict among shareholders and directors has already affected the company’s management and operations, the company solves the deadlock through mediation and arbitration. Of course, mediation and arbitration can be applied to any stage of corporate deadlock, that is before, during and after the event. Before the event, the company can regulates in the articles of association that mediation should be a necessary pre-procedure when breaking the corporate deadlock. It can appoint a third person as the mediator. Both sides should cooperate with the mediator. Or the company can regulate in the articles of association the arbitration clause or arbitration agreement before the proceeding, so that it can refer to the arbitrati on for the corporate deadlock. Shareholders and directors can also mediate during and after the event to solve the corporate deadlock through mediation and arbitration. Either party can ask a third person to mediate. In order not to be lengthy and at that same time highlight the key point, the author will discuss the measures of mediation and arbitration during the event in this section. But in fact, as mentioned before, mediation and arbitration can be applied to any stage of the corporate deadlock. Mediation as the Necessary Pre-Procedure for the Resolution of Corporate Deadlock It is when there is problem in the â€Å"collaboration† of the company, directors or shareholders begin to take opposite attitudes and act against each other. Mediation can help to ease the conflicts and reconcile shareholders and directors. Life tells us that many things are not irreconcilable. By mediation of a third party, conflicts can be resolved, and misunderstanding can be eliminated. E specially for dispute caused by poor communication or momentary impulse, mediation can help resolve contradictions. Mediation has a direct effect on the conflicts. It is easy to use. And it consumes little social resources. Therefore, when corporate deadlock occurs, medication should be the first measure to be taken. The author suggests that a company can regulate in the articles of association that mediation should be a necessary pre-procedure when solving the corporate deadlock, and it can appoint a third party as the mediator. Don’t waste time! Our writers will create an original "The Withdrawal of Shareholders" essay for you Create order

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Nvq Level 3 Free Essays

Google search Keeping safe and protecting vulnerable adults from harm and abuse All adults should be able to live free from fear or harm and have their rights and choices respected. To help people who may be being abused or suspect that abuse is happening,  we have published  Ã¢â‚¬ËœKeeping Safe and Protecting Adults’ which you can download from this page. It gives more information about types of abuse  and what to do if you suspect abuse. We will write a custom essay sample on Nvq Level 3 or any similar topic only for you Order Now You can also  visit the York Safeguarding Adults website What is adult abuse? There are many different types of abuse, see pdf on this page. It may: * be physical or sexual * involve taking money without permission * include bullying or humiliating * include not allowing contact with friends and family * involve withholding food or medication Abuse can be the result of a single act or may continue over many months or years. Abuse can be accidental, or a deliberate act. An abuser may be  Ã¢â‚¬â€œ a relative, a partner, someone paid to provide care and services, a volunteer, a neighbour, a friend or stranger. Abuse can happen anywhere: * at home * in a care home * in hospital * in sheltered housing * in supported living centres at day centres and other day services * outside in a public place How can I tell if abuse may be happening? Adult abuse is not always easy to identify as sometimes the nature of the abuse is not visible and/or often the person being abused is afraid to speak out. However, there are some more common signs of abuse, see pdf attached to this page, which if seen may suggest that abuse has occurred. Whi ch adults are vulnerable to abuse? Some adults are less able to protect themselves than others and some have difficulty making their wishes and feelings known. This may make them vulnerable to abuse. They may also be vulnerable because they are in need of community care services due to mental health problems, physical or learning disability, age or illness. In York we are working together with  the Police, local Councillors, Health and local independent and voluntary sector organisation to improve and develop further services to keep vulnerable adults safe. We are all  committed to preventing the abuse of adults and responding quickly when abuse is suspected. How can I report adult abuse? If you are being abused, or you suspect someone else is being abused contact us on 01904 555111  or North Yorkshire Police on   0845 60 60 247. By reporting abuse you are alerting the council or the police to concerns which may affect more than one person. There is a form which has been designed to help anyone who may suspect abuse is happening and wants to report it. 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Prior to 2008, there was a City of York and North Yorkshire Adult Protection Committee with the main objective ‘to protect adults from abuse by effective inter-agency working’   As part of a review of the multi-agency policy, it was recognised that the interests of people in York would be better served by a local multi-agency group. So, in 2008, the York Safeguarding Adults Board was set up, with the remit to safeguard vulnerable adults from abuse and harm by effective inter-agency working. The Board membership is made up of lead officers from social services, the police, health, housing,  the independent care sector, the Crown Prosecution Service, the Care Quality Commission and voluntary organisations. It meets quarterly to consider new developments in adult protection, review the way that the policy is carried out locally and to agree appropriate funding and training. Help for adults * Carer’s assessment of need * Disabled bus pass * Educational benefits * Home care service * Out of hours social services support * Safeguarding vulnerable adults * Residential care * Respite care * Sheltered housing * Support for adults with HIV * Supporting people team How to cite Nvq Level 3, Essay examples