国际商法课件{第2章}.ppt

(3) Remedies for Breach of Duty In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties: 1) Injunction or declaration. 2) Damages or compensation. 3) Restoration of the company’s property. 4) Return of profits. (4) Members’/Shareholders’ Rights 1) Voting rights. 2) Rights to obtain a dividend. 3) Rights to transfer their shares. 4) Rights to sue. 5) Rights of inspection. (5) Winding Up Winding up is the process of bringing a company to an end and it is also called as liquidation or dissolution. Liquidations generally come in two forms, either compulsory liquidations or voluntary liquidations. A winding up proceeds in this general manner: 1) The company passes a resolution or the court makes an order for the company to be wound up. 2) A liquidator is appointed and control of the company passes to the liquidator. 3) The liquidator converts into cash all the assets, getting in so much of the uncalled capital as necessary to pay debts, and pays out all creditors. 4) If any surplus remains after payment of winding up expenses and payment out of all creditors, it is distributed to shareholders in accordance with the company’s constitution. 5) The company is deregistered. Exercises 1. Please state the advantages and disadvantages of a partnership. 2. What are the rights and liabilities of a partner? 3. What are the directors’ duties to their company? 4.在有限合伙企业和有限责任合伙企业中，各合伙人怎样承担对其所在合伙企业的债务责任？ Chapter Three Law of Agency I. Introduction to Law of Agency II. Legal Relations in Agency III. Duties of the Parties in an Agency IV. Agent under Special Liabilities V. Termination of Agency Key Terms Agency: 代理 Agent: 代理人 Principal: 本人，被代理人 Fiduciary duty:诚信义务 Apparent or Ostensible Authority:表见授权 Agency by Estoppel: 不可否认的代理，禁反言代理 Bind: 约束 Actual authority:实际授权 Express authority: 明示授权 Implied authority: 默示授权 Ratification: 追认代理 Commission: 佣金，回扣 Implied warranty of authority: 有代理权的默示担保 I. Introduction to Law of