The Limits Of Judicial Relief For Corporation Deadlock

Corporation as the important subject of modern economic society, with its unique advantages in the economic life plays an enormous role. A corporation's operation often involves complex legal relationship of multiple interests and related subject needs. In its development process, also inevitable produces various contradictions, even for its survival, the corporate deadlock is one of them. In recent years, the limits of judicial relief for corporation deadlock is a problem for both legal theory and judicial practice. The author analyses that our relevant legislation and judicial interpretation has preliminarily established the limits of judicial relief for corporation deadlock and emphatically discusses the improvement of the limits of judicial relief for corporation deadlock from the two aspects of procedural and substantive limits. According to our excessive uniqueness for judicial relief, this paper proposes mandatory equity acquisitions and mandatory separation system as two alternative remedies. The main contents of the thesis include the following three parts:The first part is "Corporation deadlock overview". As our corporation law do not make a definition for corporation deadlock, scholars define the concept from different perspective, some focused on the representation of corporate deadlock, others pay close attention to the origin of corporate deadlock. To base on the summary and analysis for different kinds of viewpoints which are at home and abroad, the author thinks that, corporate deadlock is that shareholders or directors disagree with each other in daily management decision and transaction execution, so that the shareholders' meeting or board of directors can not work and the corporate governance lost its original dynamic balance, at last the operation mechanism will be severely paralyzed.The second part is "The history and the limits of our judicial relief for corporation deadlock". The author detailed analysis the application and limits of our judicial relief for corporation deadlock which are mentioned by the corporation law (2005) and the relevant judicial interpretations (2008). In terms of procedural aspect limits, the judicial relief mainly limited by the principle such as exerting internal relief and proper plaintiff. As far as substantive limits are concerned, the author mainly points out that different judicial relief is applied to different corporation deadlock, and then the expected relief effect can be achieved. Furthermore, judicial relief should balance the interests of all parties in the deadlock and make them fair protected.The third part is "The imperfection of our judicial remedy system for corporation deadlock and the improvement suggestions". The author detailed analysis the imperfection of our main judicial relief system and the task remains to be done and puts forward two more judicial relief measures which are suitable for the actual situation of China, they are mandatory equity acquisition and mandatory separation system.