问题 问答题 简答题

简述出资违约责任的性质与内容。

答案

参考答案:

性质:出资违约责任是指股东不履行其出资义务对公司和其他出资人所应承担的民事法律责任。

从各国公司立法看,对股东出资违约责任的追究可以采取的救济手段主要有:

1.追缴出资。即公司对违反出资义务但仍有履行可能的股东要求其继续履行出资义务。经公司追缴,股东如仍不履行出资义务的,公司有权请求强制履行。追缴出资作为一种救济手段,它常用于非货币出资的情形。

2.催告失权。又称失权程序,是指公司对于不履行出资义务的股东,可以催告其于一定期限内履行,逾期仍不履行的,即丧失其股东权利,其所认购的股份可另行募集。此种失权是当然失权,已失权之认股人即使其后交纳了股款,也不能恢复其地位,因而有督促认股人及时履行出资义务的作用。

3.损害赔偿。股东的出资义务是一种债的义务,股东违反出资义务给公司和其他股东造成损失的,应承担损害赔偿责任。在公司成立的情况下,违反出资义务的股东应向公司承担损害赔偿责任,如果由于股东违反出资义务而导致公司不能成立或被撤消、解散的情况下,违约的股东应向其他守约的股东承担损害赔偿责任。大多数国家公司法都规定损害赔偿是可以和其他救济手段并用的一种救济方式,当其他救济手段不足以弥补其所遭受的损失时,公司或其他守约股东仍可要求股东承担损害赔偿责任。

阅读理解

Playing with toy blocks (积木) may lead to improved language development in young children, a new study reported.

Early childhood is an important period in the development of young minds. The newborn brain grows three times in size between birth and age 2. Scientists have said that certain activities during this important period may promote (促进) healthy development while others may hold it back, and development of memory and language may especially be helped by imaginative play.

After six months, language scores among half of the 175 children aged 1-1/2 to 2-1/2 who were sent plastic blocks were 15 percent higher than a matched group that did not receive the free blocks, according to the study by researchers at the University of Washington in Seattle.

Parents were given ideas about how to help their children play with the blocks, then were told to keep diaries of their children’s activities over four days. Finally, all the parents filled out questionnaires that judged their children’s vocabulary, grammar, and other language abilities. Study author Dimitri Christakis said unstructured play with blocks motivated children’s thinking, memory and physical skills at a time when a child’s brain is growing rapidly. “They are the foundation of thought and language,” he wrote of the skills learned from building blocks. “Older children begin to make up stories for these objects .”

Such play may also take the place of less helpful activities such as watching TV, he said, adding parents ought to have doubts about some toy-makers’ words. “An increasing number of media-based products are making ungrounded (无根据的) claims that they can make children smarter, more literate, and more musical,” Christakis said.

小题1:What can we learn from the second paragraph?

A.Parents should allow their children to play as long as they want.

B.The brains of kids develop very quickly before they are two years old.

C.Playing blocks can help children do well in sports at school.

D.Activities, like imaginative play, may delay the development of the brain.小题2:According to the study, about ________ children’s language scores were 15 percent higher than those of children who didn’t play with blocks.

A.87

B.55

C.23

D.157小题3:Building blocks helps kids gain language skills because _________.

A.young children always talk to themselves while building blocks

B.their parents can teach them when they are playing with blocks

C.their parents are given ideas on how to develop their brains

D.it can help them improve thinking, memory and physical skills小题4:The aim of the passage is probably to _______.

A.raise the present level of children’s language ability

B.encourage parents to let their babies play with blocks

C.improve parents’ knowledge of raising children

D.encourage makers of blocks to develop more toys小题5:We can infer from what Mr Christakis said that _____.

A.television will be definitely replaced by blocks

B.the market will be full of media-based toys

C.we can’t always believe what toy makers say

D.toy makers care about kids’ development very much

单项选择题