Legal Research On The Case Of Dispute About The Effectiveness Of A Board Resolution

Abstract:On August2,2010morning, On August2,2010morning, the XX companyenterprise restructuring continuous loss since nine years, the contradiction of the company hasdeepened.Shang and another three directors to convene a meeting of the board. Before themeeting, the chairman of the company, also is the plaintiff Shi, arrived at the meeting, andquarrelled with four directors,then left.After the plaintiff left,Wang suggested that let Shangpresided the meeting of the board. One of the results of the the board of directors is thechairman has been dismissed from his post.The division of a board resolution of August2-Effects of the company to court. The facts of this case is more typical and simple, basic factsare clear, but it has a greater social impact. Because it involves the Law in China’s hotenterprise system and the restructuring of state-owned enterprises will be how to improve themany problems. In this paper, the following components:The first part of the basic facts of a case of the dispute on the effectiveness of the Boardof Directors resolution were described in detail, while for the existence of the dispute in thecase raised several important legal issues.The second part is the convening and voting procedures of the board of directors islegitimate and effective. Namely the resolution of the board shall determine whether to voidand voidable. Subjective and objective analysis, that the resolution is effective. But gave riseto the "Company Law" to give the boundaries of the company’s articles of associationautonomy. Understanding of Article49of the Companies Act, to explore the path of thestandard measure in the interests of the new study, combined with the substance of the case tocase analysis and reasonable referee.The third section presents the status of the interests of minority shareholders protectionand system improvement. Company for many years the loss is not a dividend, resulting in theintensification of internal contradictions, especially in the interests of small shareholders isdifficult to be guaranteed by the resolution of the shareholders and the board of directors.Thus protect the interests of minority shareholders is an inevitable requirement of the principle of equality of shareholders. We should establish a mechanism to improve theprotection of minority shareholders’ interests. Specific obligation to set the largest shareholder,to limit their rights and the strengthening of minority shareholders and self-reliant solutions.The fourth part is the legal status of the ESOP Association. The vast majority of workersoccupied the largest share of the shares held in the XX estate company, and thus ESOPAssociation’s position within the company should be very important. The ESOP Association,however, did not play its due role in the roots is the lack of legislation in China. Thus clearfrom the legal status and rules. In addition, it should strengthen the internal autonomy of theESOP Association.