Analysis Of A Revocable Case Of The General Meeting Between Zhangying And Okay Airways Co., LTD

The article22of the company law stipulates the general meeting revoking system,which provides a clear basis for the reasonable judicial intervention and thelegislation indemnification and relief way for the minority shareholders to protecttheir legitimate rights and interests. However, the legislation and research of thegeneral meeting revoke system is too simple, thus many disputes arise in practice andjudicial trial due to the lack of specific legislation and theoretical basis. The selectedcase reflects the revocable reasons of the general meeting resolution, which includesthe defective convened procedures and voting method, and the content of the generalmeeting resolution violated the articles of incorporation. Through analyzing thecontroversial points of this case, evaluating court rulings and opinions and combiningthe relevant legislation, theory and judicial trial results of similar cases, this paperproposed that the shareholders should fulfill the prepositional procedure when theywould like to convene the general meeting. Meanwhile, the notice of conveninggeneral meeting should be fully and concrete, which helps to provide a reasonableexplanation and illustration for the shareholders to make the right judgment. Inaddition, the corresponding voting rights of shareholders should be limited because ofa shortage of capital contribution. Based on the current legislation, it is necessary tocomplete the priority order and settle the conflict of the shareholders who have rightto hold the general meeting, as well as clarify the responsibilities of the board ofdirectors and board of supervisors and its responses deadlines when the shareholderrequests to hold the general meeting. In order to avoid excessive manipulation of thegeneral meeting by the big shareholders, the legislation could stipulates that theshareholders’ voting rights should be limited when they hold certain share proportion,and authorizes the company’s articles of association rules to limit by themselves,which plays an important role to use the constraints function of the company law andrespect the power of the company autonomy. At the same time, in order to maintainthe stability of the company law and the trading relationship, this paper proposes theway to amend the defective resolution of the general meeting as well as improve itsdiscretion by dismissing judicial relief system.