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最高检抗诉!6名董事损害公司利益责任纠纷再审案获改判
梧桐树下V·2025-06-04 09:49

Core Viewpoint - The Supreme People's Court's ruling on the case involving Hu and five other directors of Smart Micro Display Technology (Shenzhen) Co., Ltd. highlights the distinction between the responsibilities of directors and shareholders regarding capital contributions, emphasizing that directors should not bear joint liability for shareholders' unpaid contributions beyond their diligence obligations [2][3][4][18]. Summary by Sections Case Background - The case originated in January 2015 when Smart Micro Display entered bankruptcy due to changes in the business environment, with shareholders owing nearly $5 million in registered capital [3][10]. - The bankruptcy administrator sought joint compensation from the directors for the unpaid contributions, leading to a series of court rulings [3][4]. Legal Proceedings - The initial ruling in 2019 held the directors liable for the full amount due to their failure to fulfill their obligation to urge shareholders to pay their contributions [3][11]. - Following an appeal, the Supreme People's Court accepted the prosecution's appeal, leading to a re-evaluation of the directors' responsibilities [4][18]. Supreme Court's Ruling - The Supreme Court's final ruling determined that three of the directors would only be liable for 10% of the company's losses, reflecting their level of fault rather than imposing joint liability for the entire amount [4][18]. - The ruling clarified that the directors' obligation to urge capital contributions is distinct from the shareholders' obligation to contribute capital, thus preventing the transfer of shareholder liability to directors [16][25]. Implications for Corporate Governance - The case has sparked discussions on the responsibilities of directors in urging capital contributions and the potential risks they face in fulfilling these duties [5][12]. - Legal experts emphasize the need for clear distinctions between the obligations of directors and shareholders to avoid undue burdens on directors [16][25]. Legislative Context - The case occurred before the recent amendments to the Company Law, which now explicitly outlines the responsibilities of directors regarding shareholder contributions [14][22]. - The successful prosecution appeal aligns with the revised Company Law, reinforcing the need for accurate legal interpretations and the protection of corporate governance structures [20][24].