美国公司法概要课件.pptx

一、公司的特征与分类 CHARACTERISTICS CLASSIFICATIONS CORPORATIONS 示范公司法 REVISED REVISED MODEL BUSINESS MODEL BUSINESS CORPORATION CORPORATION ACT ACT(RMBCA(RMBCA)1984 AS 1984 AS ADOPTED BY INDIVIDUAL STATES ADOPTED BY INDIVIDUAL STATES 美美国示范公司法国示范公司法(RMBCA),(RMBCA),又译美国又译美国标准标准公司法。公司法。美国各州都有自己的公司法美国各州都有自己的公司法,尤其尤其以特拉华州公司法以特拉华州公司法最有代表性。最有代表性。公司的特征 公司的特征公司的特征 CHARACTERISTICS CHARACTERISTICS 特特征征 LEGAL LEGAL ENTITYENTITY OWNED BY OWNED BY SHAREHOLDERSSHAREHOLDERS MANAGEMENT MANAGEMENT DIRECTORS DIRECTORS OFFICERSOFFICERS LIMITED LIABILITY LIMITED LIABILITY 分类 CLASSIFICATIONSCLASSIFICATIONS PUBLIC CORPORATIONPUBLIC CORPORATION公众公司公众公司 GOVERNMENTAL UNIT GOVERNMENTAL UNIT QUASI-GOVERNMENT ENTITY QUASI-GOVERNMENT ENTITY PRIVATE CORPORATIONPRIVATE CORPORATION私人公司私人公司 FOR PROFIT FOR PROFIT BUSINESSBUSINESS NON-PROFIT ORGANIZATION NON-PROFIT ORGANIZATION 股份公司与有限公司 CLASSIFICATIONS CLASSIFICATIONS PUBLICLY HELD PUBLICLY HELD 股份公司股份公司(开放式公司开放式公司)FREELY TRADED SHARES FREELY TRADED SHARES PUBLIC MARKET FOR SHARES(WHETHER OR NOT LISTED PUBLIC MARKET FOR SHARES(WHETHER OR NOT LISTED ON NATIONAL EXCHANGE)ON NATIONAL EXCHANGE)CLOSELY HELDCLOSELY HELD有限公司有限公司(封闭式公司封闭式公司)SMALL NUMBER OF SHAREHOLDERS SMALL NUMBER OF SHAREHOLDERS RESTRICTIONS ON TRANSFER OF SHARES RESTRICTIONS ON TRANSFER OF SHARES 职业性公司(律师事务所、会计师事务所 等)CLASSIFICATIONSCLASSIFICATIONS PROFESSIONAL CORPORATIONS PROFESSIONAL CORPORATIONS “PC”OR“SC”PC”OR“SC”职业性公司职业性公司 MEMBERS OF A GIVEN PROFESSION MEMBERS OF A GIVEN PROFESSION ARE ARE SHAREHOLDERS SHAREHOLDERS NO LIMITED LIABILITY FOR PROFESSIONAL MALPRACTICE NO LIMITED LIABILITY FOR PROFESSIONAL MALPRACTICE 依据所得税缴纳方式的公司分类 CLASSIFICATIONSCLASSIFICATIONS INCOME TAX STATUSINCOME TAX STATUS所得税地位所得税地位 “C”CORPORATION C”CORPORATION“C”类类公司公司 INCOME IS TAXED AT THE CORPORATION LEVEL INCOME IS TAXED AT THE CORPORATION LEVEL SHAREHOLDERS TAXED ON DIVIDENDS THEY RECEIVE SHAREHOLDERS TAXED ON DIVIDENDS THEY RECEIVE “S”CORPORATION S”CORPORATION“S”类公司公司 NO TAX AT CORPORATION LEVEL NO TAX AT CORPORATION LEVEL PROFITS PASS THROUGH TO PROFITS PASS THROUGH TO SHAREHOLDERSSHAREHOLDERS二、公司的设立过程 INCORPORATION PROCESS 公司的设立 INCORPORATION PROCESS INCORPORATION PROCESS 公司设立过程公司设立过程 INCORPORATORS INCORPORATORS RESPONSIBLE FOR CREATION OF CORPORATION RESPONSIBLE FOR CREATION OF CORPORATION ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION 设立章程设立章程 SIGNED SIGNED BY INCORPORATOR(S)BY INCORPORATOR(S)FILED WITH STATE(WI DEPARTMENT OF FINANCIAL FILED WITH STATE(WI DEPARTMENT OF FINANCIAL INSTITUTIONS)INSTITUTIONS)EXISTENCE BEGINS WHEN ACCEPTED EXISTENCE BEGINS WHEN ACCEPTED BY BY DFI DFI 公司章程 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION 章程章程 NAME NAME MUST SPECIFICALLY DESIGNATE AS CORPORATION MUST SPECIFICALLY DESIGNATE AS CORPORATION(“CORP.”,“COMPANY”,“INC.”,“LTD”)(“CORP.”,“COMPANY”,“INC.”,“LTD”)CANNOT BE DECEPTIVELY CANNOT BE DECEPTIVELY SIMILAR SIMILAR TO ANOTHER TO ANOTHER CORPORATIONS CORPORATIONS NAME NAME 公司章程续 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION 章章程程 DURATION DURATION PERPETUAL,OR PERPETUAL,OR LIMITED PERIOD LIMITED PERIOD PURPOSE PURPOSE SPECIFIC(OR LIMITED)SPECIFIC(OR LIMITED)ANY LAWFUL ANY LAWFUL BUSINESSBUSINESS NUMBER OF AUTHORIZED SHARES NUMBER OF AUTHORIZED SHARES 公司章程续 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION 章程章程 REGISTERED OFFICE AND AGENT REGISTERED OFFICE AND AGENT OFFICE MUST BE IN OFFICE MUST BE IN STATESTATE AGENT MUST BE RESIDENT OF AGENT MUST BE RESIDENT OF STATE STATE NAME AND ADDRESS OF INCORPORATOR(S)NAME AND ADDRESS OF INCORPORATOR(S)内部管理文件 BYLAWS BYLAWS 内部管理规则内部管理规则 DETAILED RULES THAT CONTROL INTERNAL MATTERS OF DETAILED RULES THAT CONTROL INTERNAL MATTERS OF CORPORATION CORPORATION USUALLY,BOTH BOD AND SHAREHOLDERS HAVE POWER TO USUALLY,BOTH BOD AND SHAREHOLDERS HAVE POWER TO CREATE,AMEND OR REPEAL CREATE,AMEND OR REPEAL 公司设立的效力 CORPORATE POWERS CORPORATE POWERS 公司的权力、公司设公司的权力、公司设 立的效力立的效力 GRANTED BY STATE LAW GRANTED BY STATE LAW EXAMPLES EXAMPLES PERPETUAL PERPETUAL EXISTENCEEXISTENCE FILE LAWSUITSFILE LAWSUITS OWN PROPERTYOWN PROPERTY MAKE CONTRACTS MAKE CONTRACTS PERFORM ACTS NECESSARY TO PERFORM ACTS NECESSARY TO CONDUCTING CONDUCTING LAWFUL LAWFUL BUSINESS BUSINESS 越权规则 “ULTRA VIRES”ULTRA VIRES”越权规则越权规则 ACTS THAT ARE BEYOND CORPORATE POWERS OR PURPOSE ACTS THAT ARE BEYOND CORPORATE POWERS OR PURPOSE STATED IN ARTICLES OF INCORPORATION STATED IN ARTICLES OF INCORPORATION FOLLOWING CAN SUE TO PREVENT FOLLOWING CAN SUE TO PREVENT SHAREHOLDER SHAREHOLDER CORPORATION,AGAINST OFFICERS OR DIRECTORS CORPORATION,AGAINST OFFICERS OR DIRECTORS STATE ATTORNEY GENERAL STATE ATTORNEY GENERAL 按设立地分类 DOMESTIC CORPORATION DOMESTIC CORPORATION 本州公本州公司司 FOREIGN CORPORATION FOREIGN CORPORATION 外州公司外州公司 DOING BUSINESS IN ANY STATE OTHER THAN STATE IN DOING BUSINESS IN ANY STATE OTHER THAN STATE IN WHICH INCORPORATED WHICH INCORPORATED REGISTERED AGENT AND OFFICE REGISTERED AGENT AND OFFICE CANNOT SUE IN THAT STATE UNTIL OBTAINING CANNOT SUE IN THAT STATE UNTIL OBTAINING“CERTIFICATE OF AUTHORITY”“CERTIFICATE OF AUTHORITY”ALIEN CORPORATION ALIEN CORPORATION 外国公司外国公司 INCORPORATED IN A FOREIGN INCORPORATED IN A FOREIGN COUNTRY COUNTRY 公司发起人 PROMOTERS PROMOTERS 发起人发起人 PREINCORPORATION CONTRACTS PREINCORPORATION CONTRACTS CORPORATION NOT AUTOMATICALLY LIABLE CORPORATION NOT AUTOMATICALLY LIABLE TO BE LIABLE,MUST“ADOPT”THE PROMOTERS TO BE LIABLE,MUST“ADOPT”THE PROMOTERS CONTRACT AFTER COMING INTO EXISTENCE CONTRACT AFTER COMING INTO EXISTENCE 先公司合同 PROMOTERS PROMOTERS 发起人发起人 PREINCORPORATION CONTRACTS PREINCORPORATION CONTRACTS PROMOTER IS PERSONALLY LIABLE PROMOTER IS PERSONALLY LIABLE AVOIDING LIABLILITY AVOIDING LIABLILITY IRREVOCABLE OFFER TO CORP IRREVOCABLE OFFER TO CORP SPECIFIC CONTRACT TERMS SPECIFIC CONTRACT TERMS PROMOTER,THIRD PARTY AND CORP ENTER INTO“NOVATION”PROMOTER,THIRD PARTY AND CORP ENTER INTO“NOVATION”RELEASE FROM THIRD PARTY RELEASE FROM THIRD PARTY 公司设立瑕疵 DEFECTIVE INCORPORATION DEFECTIVE INCORPORATION 设立瑕设立瑕疵疵 “DE JURE”IN TOTAL COMPLIANCE DE JURE”IN TOTAL COMPLIANCE WITH STATE STATUTE WITH STATE STATUTE “DE FACTO”DE FACTO”事实公司事实公司 ELEMENTS:ELEMENTS:EXISTING STATE STATUTE EXISTING STATE STATUTE GOOD FAITH EFFORT TO COMPLY CONDUCTING BUSINESS A GOOD FAITH EFFORT TO COMPLY CONDUCTING BUSINESS A CORP CORP ONLY THE STATE CAN CHALLENGE ONLY THE STATE CAN CHALLENGE CORPS CORPS EXISTENCE EXISTENCE 冒牌公司 DEFECTIVE INCORPORATIONDEFECTIVE INCORPORATION CORP BY ESTOPPEL CORP BY ESTOPPEL 冒牌公司冒牌公司 THIRD PARTY CONDUCTS BUSINESS WITH ANOTHER THIRD PARTY CONDUCTS BUSINESS WITH ANOTHER BUSINESS BUSINESS THIRD PARTY BELIEVES OTHER BUSINESS TO BE A CORP THIRD PARTY BELIEVES OTHER BUSINESS TO BE A CORP THIRD PARTY CANNOT HOLD“SHAREHOLDERS”(OWNERS)THIRD PARTY CANNOT HOLD“SHAREHOLDERS”(OWNERS)PERSONALLY LIABLE IF BUSINESS FAILED TO PROPERLY PERSONALLY LIABLE IF BUSINESS FAILED TO PROPERLY INCORPORATE INCORPORATE 揭开公司面纱 “PIERCING CORPORATE VEIL”PERSONAL LIABILITY IMPOSED“PIERCING CORPORATE VEIL”PERSONAL LIABILITY IMPOSED UPON SHAREHOLDERS UPON SHAREHOLDERS CIRCUMSTANCES CONSIDERED CIRCUMSTANCES CONSIDERED UNDERCAPITALIZATION UNDERCAPITALIZATION FAILURE TO OBSERVE FORMALITIES FAILURE TO OBSERVE FORMALITIES NONPAYMENT OF DIVIDENDS NONPAYMENT OF DIVIDENDS SIPHONING OF FUNDS BY CONTROLLING SHAREHOLDER SIPHONING OF FUNDS BY CONTROLLING SHAREHOLDER NONFUNCTIONING OF OTHER NONFUNCTIONING OF OTHER OFFICERS OFFICERS OR DIRECTORS OR DIRECTORS 揭开公司面纱续 “PIERCING CORPORATE VEIL”PIERCING CORPORATE VEIL”CIRCUMSTANCES CONSIDERED CIRCUMSTANCES CONSIDERED USE OF CORP AS FACADE FOR CONTROLLING USE OF CORP AS FACADE FOR CONTROLLING SHAREHOLDERS SHAREHOLDERS OTHER FINANCIAL OTHER FINANCIAL AFFAIRS AFFAIRS FRAUD,OR OTHER INJUSTICE FRAUD,OR OTHER INJUSTICE 三、公司的融资结构 FINANCIAL STRUCTURE 融资结构:公司证券分类 “SECURITY”SECURITY”证券证券 STOCK(EQUITY SECURITY)STOCK(EQUITY SECURITY)股票股票 OWNERSHIP INTERESTOWNERSHIP INTEREST BOND(DEBT SECURITY)BOND(DEBT SECURITY)债券债券 HOLDER IS A CREDITOR OF CORPORATION HOLDER IS A CREDITOR OF CORPORATION 股东权益 RIGHTS OF SHAREHOLDER RIGHTS OF SHAREHOLDER DIVIDENDS DIVIDENDS PARTICIPATE IN CONTROL(VOTE ON MAJOR ISSUES AT PARTICIPATE IN CONTROL(VOTE ON MAJOR ISSUES AT SHAREHOLDERS MEETING)SHAREHOLDERS MEETING)SHARE OF NET ASSETS UPON LIQUIDATION OF SHARE OF NET ASSETS UPON LIQUIDATION OF CORPORATION CORPORATION 股票分类:普通股 STOCK(SHARES)CLASSESSTOCK(SHARES)CLASSES股票分股票分类类 COMMON STOCK COMMON STOCK BASIC GROUP OF OWNERS BASIC GROUP OF OWNERS VOTING RIGHTS VOTING RIGHTS 优先股 STOCK CLASSESSTOCK CLASSES PREFERRED PREFERRED STOCKSTOCK优先股优先股 RECEIVE SPECIFIED PRIORITIES RECEIVE SPECIFIED PRIORITIES ORDINARILY,RIGHT TO DIVIDEND BEFORE COMMON ORDINARILY,RIGHT TO DIVIDEND BEFORE COMMON STOCK SHAREHOLDERS STOCK SHAREHOLDERS MAY BE“CUMULATIVE”MAY BE“CUMULATIVE”RIGHT TO DIVIDEND CARRIES FORWARD(AND RIGHT TO DIVIDEND CARRIES FORWARD(AND ACCUMULATES)IF NOT PAID IN CURRENT YEAR ACCUMULATES)IF NOT PAID IN CURRENT YEAR USUALLY,NO VOTING USUALLY,NO VOTING RIGHTSRIGHTS优先股续 STOCK CLASSESSTOCK CLASSES PREFERRED STOCK PREFERRED STOCK MAY BE“CALLABLE”MAY BE“CALLABLE”CORP CAN PURCHASE FROM SHAREHOLDER AT CORPS CORP CAN PURCHASE FROM SHAREHOLDER AT CORPS OPTION OPTION MAY BE“CONVERTIBLE”INTO COMMON STOCK MAY BE“CONVERTIBLE”INTO COMMON STOCK 股票的其他分类 STOCK CATEGORIES STOCK CATEGORIES “AUTHORIZED”CORP MAY ISSUE UP TO THIS AMOUNT AUTHORIZED”CORP MAY ISSUE UP TO THIS AMOUNT AS STATED IN ARTICLES OF INCORPORATION AS STATED IN ARTICLES OF INCORPORATION 授权发行的股份授权发行的股份 “ISSUED”SOLD OR OTHERWISE TRANSFERRED BY ISSUED”SOLD OR OTHERWISE TRANSFERRED BY CORPORATION TO SHAREHOLDERS CORPORATION TO SHAREHOLDERS 已发行股份已发行股份 “OUTSTANDING”HELD BY SHAREHOLDERS AT ANY OUTSTANDING”HELD BY SHAREHOLDERS AT ANY GIVEN POINT IN TIME GIVEN POINT IN TIME 股东持有的股份股东持有的股份 “TREASURY”PREVIOUSLY ISSUED,BUT HAVE BEEN TREASURY”PREVIOUSLY ISSUED,BUT HAVE BEEN REACQUIRED BY CORP REACQUIRED BY CORP 公司回购的公司回购的 股份股份(无表决权无表决权)取得股份的对价(方式)CONSIDERATION FOR STOCK CONSIDERATION FOR STOCK CASHCASH现金现金 PROPERTYPROPERTY财产财产 PROMISSORY NOTEPROMISSORY NOTE可转让的票据可转让的票据 SERVICES PERFORMEDSERVICES PERFORMED已完成服务已完成服务 PROMISE TO PERFORM SERVICES IN THE FUTUREPROMISE TO PERFORM SERVICES IN THE FUTURE承诺的服承诺的服务务 认股协议 PRE-INCORPORATION SUBSCRIPTION AGREEMENTS PRE-INCORPORATION SUBSCRIPTION AGREEMENTS OFFER BY SHAREHOLDER TO BUY STOCK IN CORP NOT YET OFFER BY SHAREHOLDER TO BUY STOCK IN CORP NOT YET FORMED FORMED RMBCA TREATS AS IRREVOCABLE OFFER FOR 6 MONTHS RMBCA TREATS AS IRREVOCABLE OFFER FOR 6 MONTHS AFTER DATE OF OFFER AFTER DATE OF OFFER WISCONSIN OFFER IS AUTOMATICALLY ACCEPTED BY WISCONSIN OFFER IS AUTOMATICALLY ACCEPTED BY CORP UPON FORMATION OF CORP CORP UPON FORMATION OF CORP“发水股份”(出资瑕疵)“WATERED STOCK”WATERED STOCK”发水股票发水股票 STOCK THAT HAS BEEN ISSUED FOR INADEQUATE STOCK THAT HAS BEEN ISSUED FOR INADEQUATE CONSIDERATION CONSIDERATION EXAMPLES EXAMPLES OVERVALUED REAL ESTATE OVERVALUED REAL ESTATE PROMISE OF FUTURE SERVICES THAT IS NOT PERFORMEDPROMISE OF FUTURE SERVICES THAT IS NOT PERFORMED 公司债券的种类 BOND BOND 有担保债券有担保债券 A LOAN OF MONEY TO CORP A LOAN OF MONEY TO CORP HOLDER ENTITLED TO PERIODIC PAYMENT OF INTEREST HOLDER ENTITLED TO PERIODIC PAYMENT OF INTEREST AND RETURN OF PRINCIPAL WHEN BOND“MATURES”AND RETURN OF PRINCIPAL WHEN BOND“MATURES”SECURED BY SPECIFIC CORPORATE PROPERTY SECURED BY SPECIFIC CORPORATE PROPERTY DEBENTURE DEBENTURE 无担保债券无担保债券 UNSECURED LOAN,SO THAT HOLDER IS A GENERAL UNSECURED LOAN,SO THAT HOLDER IS A GENERAL CREDITOR OF CORP CREDITOR OF CORP 债券承销协议 INDENTUREINDENTURE债券承销协议债券承销协议 AGREEMENT BETWEEN CORP ISSUING BOND AND THE AGREEMENT BETWEEN CORP ISSUING BOND AND THE FINANCIAL INSTITUTION ADMINISTERING THE BOND FINANCIAL INSTITUTION ADMINISTERING THE BOND 公司证券转让:记名股票 TRANSFER OF SECURITIESTRANSFER OF SECURITIES证券转让证券转让 STOCK CERTIFICATESSTOCK CERTIFICATES股权证书股权证书 REGISTEREDREGISTERED记名式记名式 TRANSFERRED BY OWNER SIGNING ON CERTIFICATE,TRANSFERRED BY OWNER SIGNING ON CERTIFICATE,NAMING TRANSFEREE,AND RETURNING TO CORP NAMING TRANSFEREE,AND RETURNING TO CORP CORP ISSUES NEW CERTIFICATE IN NAME OF TRANSFEREE CORP ISSUES NEW CERTIFICATE IN NAME OF TRANSFEREE 不记名股票 TRANSFER OF SECURITIES TRANSFER OF SECURITIES STOCK CERTIFICATES STOCK CERTIFICATES BEARER BEARER NO SPECIFIC SHAREHOLDER NAMED ON CERTIFICATE NO SPECIFIC SHAREHOLDER NAMED ON CERTIFICATE SHAREHOLDER IS WHOEVER HAS PHYSICAL POSSESSION OF THE SHAREHOLDER IS WHOEVER HAS PHYSICAL POSSESSION OF THE CERTIFICATE CERTIFICATE 不不记名式记名式 上市公司股份转让 TRANSFER OF SECURITIESTRANSFER OF SECURITIES MODERN PRACTICE FOR PUBLICLY MODERN PRACTICE FOR PUBLICLY TRADED TRADED CORPORATIONS CORPORATIONS 上市公司股票上市公司股票 NO PHYSICAL CERTIFICATE NO PHYSICAL CERTIFICATE OFTEN HELD IN“DEPOSITORY”AND/OR IN OFTEN HELD IN“DEPOSITORY”AND/OR IN BROKER ACCOUNT,WHO KEEP ACCOUNT RECORDS(RATHER BROKER ACCOUNT,WHO KEEP ACCOUNT RECORDS(RATHER THAN PYSICAL CERTIFICATES)THAN PYSICAL CERTIFICATES)公司红利分配方式 DIVIDENDS DIVIDENDS 红利红利 THREE TYPES THREE TYPES CASHCASH现现金金 PROPERTYPROPERTY财产财产 STOCKSTOCK股票股票 NO AUTOMATIC RIGHT TO DIVIDEND IN A GIVEN NO AUTOMATIC RIGHT TO DIVIDEND IN A GIVEN YEARYEAR非法红利 DIVIDENDSDIVIDENDS ILLEGAL DIVIDENDSILLEGAL DIVIDENDS非法分红非法分红 CORP INSOLVENT,OR ISSUING WOULD CAUSE CORP TO CORP INSOLVENT,OR ISSUING WOULD CAUSE CORP TO BECOME INSOLVENT BECOME INSOLVENT DIRECTORS WHO APPROVE MAY BE PERSONALLY LIABLE DIRECTORS WHO APPROVE MAY BE PERSONALLY LIABLE 三、公司的管理 MANAGEMENT 公司的管理层次 SHAREHOLDERSSHAREHOLDERS股东股东 OWNERSOWNERS PARTICIPATE IN MAJOR DECISIONS PARTICIPATE IN MAJOR DECISIONS BOARD OF DIRECTORSBOARD OF DIRECTORS董事董事 POLICY DECISIONSPOLICY DECISIONS ELECT OFFICERSELECT OFFICERS DECIDE TO ISSUE DIVIDENDS DECIDE TO ISSUE DIVIDENDS OFFICERSOFFICERS经理、高管经理、高管 DAY-TO-DAY OPERATION OR BUSINESS DAY-TO-DAY OPERATION OR BUSINESS 股东大会 SHAREHOLDERSSHAREHOLDERS SHAREHOLDERS MEETING SHAREHOLDERS MEETING AT LEAST AT LEAST ANNUALLYANNUALLY MUST BE GIVEN WRITTEN MUST BE GIVEN WRITTEN NOTICE NOTICE OF PLACE AND OF PLACE AND TIMETIME ELECT ELECT DIRECTORSDIRECTORS VOTE ON OTHER MAJOR ISSUES VOTE ON OTHER MAJOR ISSUES 股东大会的要求 SHAREHOLDERS MEETING SHAREHOLDERS MEETING QUARUM QUARUM 百分比要求百分比要求 MINIMUM NUMBER OF SHAREHOLDERS(OR RIGHT TO MINIMUM NUMBER OF SHAREHOLDERS(OR RIGHT TO VOTE SHARES)THAT MUST BE PRESENT AT MEETING IN ORDER VOTE SHARES)THAT MUST BE PRESENT AT MEETING IN ORDER TO CONDUCT BUSINESS TO CONDUCT BUSINESS MAY TAKE ACTION WITHOUT MEETING,IF UNANIMOUS MAY TAKE ACTION WITHOUT MEETING,IF UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS WRITTEN CONSENT OF SHAREHOLDERS 累积投票制 SHAREHOLDERS MEETING SHAREHOLDERS MEETING CUMULATIVE CUMULATIVE VOTINGVOTING累积投票累积投票 ONLY FOR ELECTION OF DIRECTORS ONLY FOR ELECTION OF DIRECTORS STATE LAW OR BY-LAWS MUST STATE LAW OR BY-LAWS MUST PERMIT PERMIT THE NUMBER OF VOTES EACH SHAREHOLDER RECEIVES THE NUMBER OF VOTES EACH SHAREHOLDER RECEIVES(USUALLY ONE PER SHARE)MULTIPLIED BY THE NUMBER OF(USUALLY ONE PER SHARE)MULTIPLIED BY THE NUMBER OF DIRECTORS BEING ELECTED AT THAT MEETING DIRECTORS BEING ELECTED AT THAT MEETING 表决权代理与表决权信托 SHAREHOLDERS SHAREHOLDERS MEETINGMEETING PROXY VOTING PROXY VOTING 表决权代理表决权代理 SHAREHOLDER DESIGNATES A PARTY WHO