问题 多项选择题

金某是甲公司的小股东并担任公司董事,因其股权份额仅占10%,在5人的董事会中也仅占1席,其意见和建议常被股东会和董事会否决。金某为此十分郁闷,遂向律师请教 * * 事宜。在金某讲述的下列事项中,金某可以就哪些事项以股东身份对公司提起诉讼( )

A.股东会决定:为确保公司的经营秘密,股东不得查阅公司会计账薄

B.董事会任期届满,但董事长为了继续控制公司,拒绝召开股东会改选董事

C.董事会不顾金某反对制订了甲公司与另一公司合并的方案

D.股东会决定:公司监事调查公司经营情况时,若无法证明公司经营违法的,其调查费用自行承担

答案

参考答案:A,D

解析:[考点] 股东对股东会或董事会违法决议的诉讼
[详解] 根据《公司法》第22条第1、2款规定,对于股东会或董事会决议违反法律或者章程的,股东可以公司为被告提起诉讼请求人民法院宣告决议无效或撤销该决议。A项决议剥夺了股东查阅公司会计账簿的法定权利,无效;C项中决议,制订了甲公司与另一公司合并的方案符合公司法规定的董事会的职权,所以对此不能提起诉讼。D项的决议违反了公司法第55条关于公司监事调查公司经营情况时费用由公司承担的规定,无效。对于以上决议,金某都可以起诉。对于B项,根据《公司法》第41条和102条的规定,金某可以自行召集和主持股东会,不能提起诉讼。

单项选择题
单项选择题

Raymond Arth knows he should feel better about the economy. His company hasn’t returned to its pre-recession revenues selling its wares to the makers of RVs and manufactured homes, but it is making a profit again. Like too many other small-business proprietors, Arth doesn’t fully trust this economic recovery. While he says he’s "guardedly optimistic" about it, his actions are all about the first half of that phrase,

In the Labor Department’s latest snapshot of the country’s job market, the private sector added 268,000 jobs in April, the largest gain in five years and the third consecutive month of solid job growth. Yet a more sobering account of where the economy might be headed—and arguably a more accurate barometer of the near-term future—is the monthly report published by the National Federation of Independent Business. After all, it’s small businesses, which have created two out of every three new jobs the economy has added since the early 1990s, that historically have led the country out of recessions. And it’s the owners of small businesses that the NFIB surveys each month for its Small Business Optimism Index.

On that front the news is anything but good. The index is down for the second straight month. Fewer small-business owners expect conditions to improve over the next half year a drop of 18 percentage points from January. The bulk of new hiring must be happening inside larger corporations, since their smaller counterparts on Main Street say they are generally reluctant to create new jobs. That aptly sums up the sentiments of Scott Lipps, the president of the Sleep Tite Mattress Factory. Before the downturn, Lipps says, his sales were about evenly split between his medical clients (hospitals and nursing homes) and consumers buying mattresses through a factory outlet. But sales to the general public plummeted starting in 2008.

"The families affected most by the economy have stopped buying," Lipps says. "And those who say ’We have to have a new mattress’ are downgrading to a medium-quality mattress. " Despite a 20 percent drop in sales, Lipps and his partner tried to forestall the inevitable by putting up $ 70,000 of their own money. But in 2010 they laid off three of their 18 full-time employees. "It should have happened in 2009, but we let our hearts run the company instead of our billfolds," Lipps says.

In Bartlesville, Mat Saddoris is feeling relatively more upbeat. Saddoris is the third-generation owner of United Linen, a restaurant-supply company that cut its workforce by more than 10 percent during the downturn’s darkest days. Revenues are back up to pre-2008 levels, and United Linen is back to its pre-recession staffing of 135 employees. But will he take the risk of growing the company "I talk to my customers and they’re optimistic—to a point," he says. "They’ve all come back from the pits, if you will, and things have been getting better in the past six or seven months. " But, he says, "I don’t think they’re ready to announce that things have turned around. \

Mat Saddoris feels()

A. more optimistic about the recovery

B. less optimistic than Scott Lipps

C. sure that recovery is on the way back

D. confident that he will not cut his workforce