The System Of Discretion Rejected Of Sue Of Resolution Of The General Meeting In Positive Analyzing

The Company Law of the People 's Republic of China stipulates in Article 22(ii)the cancellation of company resolutions."Where the procedures for convening,or voting at the shareholders'meeting,the general meeting or a meeting of the board of directors are in violation of laws,administrative regulations or the company's articles of association,or where a resolution is in violation of the articles of association,a shareholders may file a request with a competent people's court for cancellation."According to the provision,a shareholder is entitled to file a request with the competent people's court for cancellation as long as a resolution is subject to the said defects.Neither the degree of defects nor the influence of cancellation on business operation,shareholders and other stakeholders is taken into account.Provisions over the cancellation of defective company resolutions vary among different countries?regions).The judge is granted the right of discretion over revocable company resolutions.Where a resolution only has tiny procedural defects,the judge may reject as appropriate the request of a shareholder for cancellation.This paper focuses on the defects of the legislation,and combined with the current theories.This paper has analyzed some typical cases.The paper intends to provided data reference to further research on this subject.In this article,putting forward some suggestions for the system of discretion rejected.The body is divided into four parts:The first part introduces the theories of the system of discretion rejected in the general meeting revoking litigation.Including the concept,the origin and the legal effect.The second part analyses and categories the gathered cases.Based on cases concerning the cancellation of company resolutions collected from the database of PKULAW,the paper screens out rejected cases and adopts necessary variables for data statistics.By summarizing time,region and judgment of these cases,the paper adopts empirical analysis and comparative analysis to explore how the 'discretion to reject' system is employed in China over cancellation cases of company resolutions.By sorting out such data from sample cases as the number of shareholders of the defendant,resolution type and reasons of rejection,the paper analyzes factors which dictate Chinese courts to make rejection judgment at discretion.The third part analyses problems of the current situation based the data.Firstly,the consideration factors of the discretion rejected trend toward expansion.Secondly,the tendency of "heavy entity,light procedure".The fourth part is about establish the system of discretion rejected in revoking litigation of company meeting.Firstly,this part analyses the theoretical foundation.Secondly,we should standard legal rejected system.Thirdly,this part analyses which legislative mode we should choose.Fourthly,this part analyses how to detail legal provisions.Based the graphs and cases,we should analyze other country's?region's? legislation to choose more appropriate mode.However,these cases in China show the tendency of weighing substantive law over procedures.To avoid worsening situation,China should intensify efforts to develop the system of discretion rejected to deal with requests about revoking company resolutions,with typical cases provided by the Supreme Court for guidance.The conclusion part presents suggestions to legislation and judicial practice of local China.