| Due to the inherent characteristics of the closed nature of limited liability companies andco-sex company impasse has been plagued its development of "chronic illness", is alsotroubled by the problems of legal practice. It is precisely because the company impassedifficult, its also has always been countries jurisprudence research hotspot, Chinese scholarson this issue has to do a lot of theoretical studies. Especially in a large-scale modifications ofthe Companies Act2005, the new Companies Act provisions on shareholders to withdrawfrom the system will rise to the height of the legislative deadlock of the company. Partspecifically set in a limited liability company under Chapter equity transfer problem, whilethe introduction of the dissolution of the dissenting shareholders equity purchase request andjudicial system, it can be said that our shareholders to exit the system, especially in the limitedliability company impasse shareholders to exit system previously have made great progress.Detailed in the Companies Act judicial interpretation "on the introduction of a certain degreeof company deadlock common scenario, the institutional arrangements of the litigation systemand liquidation procedures, but in the face of complex judicial practice, still has itsshortcomings.Based on the above statements, it is the shareholders of a limited liability company toexit on the company deadlock background research, and draws many foreign law on this issuelegislative rules, divided into four parts, the issue to be addressed.The first part is an introduction, describes the significance of the topic, topics related tocurrent research situation, coverage and topics purpose.The historical development of the second part of our corporate deadlock, this sectionfocuses on the definition of corporate deadlock, the dangers of the cause and corporatedeadlock and crack the significance of corporate deadlock.The third part is a theoretical study of the shareholders to exit, the interests ofshareholders expect the management of frustration. Theory, the company contract theory,relief prior to the theory of rights, social responsibility theory and the theory of fiduciaryduties by the study of these theories, principles and norms determine the of corporatedeadlock in the crack process to be followed.The fourth part focuses on corporate deadlock withdrawal mechanism. The first defineswhat constitutes corporate deadlock exit mechanism for shareholders to exit mechanisms andthe need for, and discusses the Articles of Association of the Company, arbitration and judicialrelief in corporate deadlock occurs. The judicial remedies section explains the four questions: First, judicial intervention in corporate deadlock reasonable; foreign company law judicialrelief system, the main analysis of foreign judicial relief system, through the comparativeanalysis of selected conditions in China mainly the compulsory dissolution and the mandatorytender offer research, other remedies analysis of civil Chamber of Commerce interventioncompulsory acquisition of discrete and forced equity exit mechanism system, applicable. |
