Research On Defects Of Shareholders' Meeting Resolution

The judgment of the effect of the general meeting resolution is related to the stability of the internal and external legal relations and the protection of equity for the minority stockholder.This paper will combine the Supreme People's Court on April 12,2016 issued the "Supreme People's Court on the application(People's Republic of China law)the provisions on some issues(four)(Draft)" the relevant content,through comparative analysis and empirical analysis methods,the resolution of the general meeting of stockholders for the effectiveness of the center are discussed in detail.The introduction is the foundation of this paper,which is the basic concept of the general meeting of stockholders and its resolution.This paper introduces the background of the evolution of the system of stockholders' meeting,and emphasizes the necessity of paying attention to the topic.And the general meeting of stockholders to determine the qualitative,that is identified as a special kind of legal acts,including a strong group and procedural attributes.The first part discusses the main content,theory and legislation in the resolution of the general meeting of stockholders effect in the designated categories appear cut argument three division,two(resolution invalid,revocable),three(increase resolution to the former does not hold on)and four(resolution invalid and revocable,does not exist and the effect of no way).Through discussion and analysis,this paper tends to identify three points,this method overcomes the defects of formalism two points,no four way to coin a new concept that,in dealing with practical problems in the most reasonable and comprehensive.The second part is to revoke the resolution of the general meeting of stockholders and the definition of invalid to clarify the concept of the cross,there are often and fuzzy,but actually they have different value orientation,revocation for efficiency considerations,the performance of the company,the nature of justice,maintain the resolution invalid stability and the security of transactions.In this paper,the resolution can be revoked and the resolution of the reasons for the failure of the analysis,in order to be more clearly divided.The third part makes specific research on the establishment of the resolution of the disputed points.Resolution of the general meeting of stockholders did not set up that cannot be revoked or be deemed invalid,no resolution capability or qualification of the stockholders' meeting,and the meeting decided to set up the lack of elements of occasions,resolution actually was set up,this paper think that such cases should be considered for independence.The fourth part is concerned with the remedies for the defects of the resolution of the general meeting of stockholders.In order to explore the best remedy for the different defects,this paper elaborates on the non litigation cure of the resolution flaws and the way to remedy the lawsuit,and also includes the way to prevent the abuse.This section focuses on the way of litigation,should be added to the resolution does not set up litigation,with the three points of the type of the resolution of the corresponding defects,and to give a better legal protection of the rights of litigation.