Research On The Beforehand Prevention Mechanism Of The Company Deadlock

As a basic subject in the social and economic life, company has played an irreplaceablerole in accelerating the prosperity and development of our country in the activities of marketeconomy. However, in real life, the development of anything can not be easy, economicactivity enjoys no exception, the deadlock happens from time to time in the company’soperating activities. The organizational structure of a limited liability company is closed andco-author, which can protect the company’s flexibility, but it also bring in the possibility ofdeadlock. Although the "Company Law" has already make stipulations to rule it, and therelated judicial interpretations of Supreme People’s Court have also make out someinterpretations about it, these provisions are essentially to eliminate the corporate personalitythrough judicial coercion, rather than to resolve the deadlock while ensure the existence ofcorporate personality, and it would be too harsh for the company. This paper Starts from atypical case, then makes specific analysis and discussion on the deadlock of the company, andat last find the best path to crack the company’s deadlock.In addition to the introduction and conclusion, this paper is divided into five major parts.The introduction includes the description to the case, clarification of the writing ideasand writing purposes.The first part analyses the qualification of the shareholder in the litigation, discusses thereasons in detail that the shareholder who withdraws the capital contribution is a qualifiedsubject for the litigation, and defines the shareholder’s qualification.The second part makes a brief interpretation and identification of "serious difficulties incompany management".The third part analyses the criteria of judging "the interests of the shareholders will sufferlosses if the business continues, as well as the scope of" the interests of shareholders".The fourth section provides a brief analysis of the criteria of judging "can not solve byother means" and the range of "other means" includes. Then, the author draws the conclusionaccording to that specific case.The fifth part is the focal point of the article, in this part, the author highlights thespecific measures to prevent the deadlock of the company by the articles of association, andanalyze the possibilities and limitations of it. And then optimize the corporate governance structure by the optimizing the ownership structure and improving the board of supervisorssystem. The detailed provisions of the articles of association as well as the optimization of thegovernance structure together form the company deadlock prevention mechanism.The conclusion summarizes the main points of the article, and uses the optimal principleof Pareto in the management and concludes that the best way to break the deadlock of thecompany is to establish the prevention mechanism.