Research On The Path To Break Corporation Deadlock

The article tries to interpret the legal difficulties the corporation deadlock case facing through a case and tries to explore ways to solve corporation deadlock.The article includes four parts in total.The first part is the introduction of the reason and the conditions of the case. After a brief description of that, the author pointed out the focuses of the case which are whether the company was deadlocked and its operation and management was in serious difficulties that can not solved through other channels. Than introduced the thinking on the case.The second part analyses the focus of the dispute case. Analyzing"What are serious difficulties in operation and management"; how to identify"whether the company continues existing , the interests of shareholders would suffer significantly"and how to identify"can not solved through other channels". Than the author pointed out the function of financial factors in corporation deadlock; expressed some recognition about"the company continues existing , the interests of shareholders would suffer significantly"in the articles of law and specifically analyzed the second focuses in this case. Finally the author introduced the contradiction between "Company Law" and the relevant judicial interpretations. In the case-building stage the review of the form is necessary, and in the trial stage the court must examine the substance.The third part analyses the difficulties the court faces in the trial of the corporation deadlock cases. The author mainly talked about several aspects as follows: the shareholders of listed companies can not solve corporate deadlock through judicial dissolution; the court can judge the company into compulsory liquidation proceedings; the mandatory share acquisition system; the social responsibility can not become a reason to stop the dissolution of the company and whether the court can judge the deadlocked company compulsorily separated. At the same time, the author talked about the advantages and disadvantages of these methods .The fourth part introduced the ways to avoid corporation deadlock litigation through extrajudicial measures. First, establishing a system of mandatory presumption on the legislative level; improving exit strategy in capital market; authorizing third-party intervention system. Secondly, developing company charter to play a pre-defense role. In the charter should record: a reasonable set of operational institutions; limit of a voting system; to buy shares of the relative side in the reasonable price; non-judicial mediation agreement; submitting to arbitration court when the company get into deadlock; compulsory dissolution agreement.