In the normal legal system，Injunction is a common relief，It is widely used in the practice of the company's company law。The prohibited order can be divided into a temporary prohibited order and forced prohibited order。The former purpose is to maintain the status quo，It is the relief measure that the party can be temporarily granted when the controversy of the parties can be completely resolved，Can't be used as a judgment on equity。The latter is also called the Pinerals forbidden Order，Not only is it limited to the action of constrainting or threats，You can also ask the parties to actively act，Usually when the court's final judgment will be made。Current，The ban system can provide a reference for the improvement of my country's company law，But as a Hengping method system，It must have tension with the inherent path of my country's company law specifications。So，Can my country's company law be established based on China's national conditions to build a prohibition system，still need to think deeply。

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First，Directors、Improper behavior of executives or agents。If the director、executives or agents occupy the company's funds、Waste company assets，Shareholders can file a lawsuit and request the court to issue a prohibition order，Require Director、executives or agents return the asset to the company or prohibit the company from dealing with assets。But shareholders need to prove that the company will face irreparable losses，And it has exhausted relief inside the company。other，The court can also bet365 best casino games promulgate the prohibition order，Requires the company to dismiss or prosecute the above infringer。

2，The principle of invalidation of the more power。Usually under the circumstances，In order to protect the interests of third parties in good faith，Shareholders must not challenge the company's behavior on the grounds that the company is incomparable or no right to act。But in accordance with the relevant provisions of the "US Demonstration Company Law"，If the company's charter clearly specifies the company’s business scope，Shareholders can file a lawsuit with the court when the company participates in a transaction that exceeds its business scope，Requires to issue a prohibited order to prohibit this transaction。

third，Shareholders suppression。If most shareholders implement oppression in the name of the company、Actions that violate a small number of shareholders，and only the court rules can be restricted，So a few shareholders can file a lawsuit and ask the court to issue a ban。

Fourth，Fraud issuance securities。For example，In the "Hongliang International Case" in Hong Kong，Listed companies have fraud when issuing securities，The court promulgated the prohibition system to request the company to repurchase the shares，to avoid damage to shareholders。

　　Forbidden order as the characteristics of Hengping relief

First，As a Hengping relief，The promulgation of the prohibited order requires the court to decide according to the case，Very flexible。When the prohibited order is suitable for shareholders to stop the company's director、executives or agents' behavior，The court will make corresponding treatment according to the facts and situations of the case。The court can allow shareholders to file a lawsuit to prevent Bet365 app download directors from misappropriation of the company's funds、Improper management company affairs、Waste company assets，and the non -authorized bond issuance。Under the appropriate situation，The prohibited order can be used to mandate dividends or stop the payment of illegal dividends; shareholders holding opposition can apply for the court to issue a prohibited order to prevent the company from propose contracts with another company;，So when the director is not honestly filed a lawsuit and its interests are opposed to the company and its shareholders，Directors can be banned from filed a lawsuit。

Second，The prohibited order is considered an extreme relief measure，The court will generally hold a prudent attitude。Temporary prohibition order is not used to prohibit fuzzy or unclear damage，Only when the plaintiff's rights are exactly infringed, they will be awarded，and need to prove that the defendant has threats and intentional。Unless there is a reasonable and clear emergency situation and an irreparable damage，Otherwise, the court will not grant a temporary ban。The plaintiff must also prove the possibility of the final success of its rights and interests，and the inconvenience or loss of this kind of relief is the smallest。The court has extensive tailoring in granting the temporary ban order for relief，Factors affecting its tailoring include: (1) the possibility of success of the plaintiff's rights and interests; (2) whether the plaintiff will cause irreplaceable damage; (3) the balance between the damage of the original defendant; (4) the public interest。The conditions for the issuance of the forbidden prohibition order are also very strict。Only illegal infringement or statutory duties in statutory rights is deliberately bet365 Play online games ignored，It should only be issued when the plaintiff's interests are damaged。The damage suffered by the plaintiff must be incomparable，and obviously there are no other legal relief measures to choose from。

Last，The court has strictly punished the individual or unit who violates the ban to maintain its effect。When the target of the ban is the company，No matter what the nature is，The executives that will also be applied to the notification of the ban on the ban in the company、Agent and employees。Although a company cannot be detained or detained，But the court can still apply compulsory measures or punishment in other ways，For example, a fine for the company's entity，For the agent、Executives and directors collect fines or detained。So，A company may be regarded as a contempt of court due to the behavior of its members or representatives，The court's power to the company is the same as its power to natural persons。

　　The advantages and disadvantages of the establishment of the prohibition system by the company's law

As a system of Hengping，The system of the prohibition system expands the court's power。The court can not only declare that the resolution is invalid、Damage compensation、Requires the company，You can also achieve more refined goals through the prohibited order。For example，Requires the company to modify the charter，Participate or not participate in mergers and acquisitions，Make profit allocation、Asset transaction、Buying shares、Hire or fired directors，Hire or fired directors、executives or agents，, etc.。The court can correct the improper consequences of other system operation through this system，But when analyzing whether the company law can introduce Bet365 lotto review this system，It also needs to consider its cost income。

The ban system will generate two main income。One，This system can increase the court's regulatory measures。The court can regulate the company's improper behavior in a more diversified way。For example，Under the situation that the company does not allocate profits for a long time，Article 74 of the current "Company Law" in my country stipulates that the court may request a limited liability company to repurchase shares。But，Buying shares leading to the decrease in the company's assets and owners' rights，It may have a negative impact on the company's operation。The prohibition system allows the court to directly ask the company to make profit distribution。Another example，In the problem of the performance of gambling agreements widely discussed in the academic community，If the company does not make a resolution to repurchase shares or reduce the registered capital，How to solve it? Through the prohibition system，The court can directly ask the company to make a resolution。Company managers who do not make resolutions will be punished or other punishment for contempting court。Diverse regulatory methods can enrich the court's "law enforcement pyramid"，Strategy of reinforcement to improper behavior。The court can use the idea of ​​"response -type regulation"，Regulatory methods that are low in deterrence but commensurate with the company's improper behavior，Under the condition of invalidation, upgrade the regulatory measures，Effective protecting the interests of small shareholders。

Its two，The prohibited order system can prevent problems before。In many cases, once a company conducts a certain transaction，It has caused damage to bet365 best casino games the interests of the company。The ban system passes through a strong deterrent force，Can strengthen the protection of shareholders，Prevent the transaction from occurring。For example，In applicable to the principle of invalidation of the power,，There is concerns that cannot deny the legal effect of trading behavior in order to protect the interests of third parties in good faith。But，The prohibition system allows the court to be traded in the company that the company has not actually traded it，Forbidden or restricting the occurrence of this transaction。With the support of public power，The company's internal charter can play a greater effectiveness，Shareholders can stipulate more autonomy through the charter。

Of course，The introduction of the prohibition system will also generate a large rotation cost。Although this system can be used to reasonably solve the problem of corporate governance，But may also be misused by intentionally or unintentionally，thus damage the interests of shareholders，Obstructing the company's stable operation。Generally speaking，The system requires the court to judge according to the specific situation，There are differences in the path that the court provides the referee with the clarity of the law with my country。So，Whether to build this system，Requires the legislators to fully evaluate the court's review ability。At the same time，Construction of the prohibited order system is a systematic engineering，Can't only be realized by modifying the company law。On the one hand，Corresponding rules should be constructed in the Civil Procedure Law，As the basis for promulgating the ban; on the other hand，Auxiliary system needs to be established，Provide the corresponding administrative and criminal Bet365 app download legal basis for the court's punishment of the punishment of the ban in violation of the ban.。

　(The author is the deputy director of the comparative law and cross -law research center of the Chinese University of Hong Kong)