Analysis Of The Company’s Resolution From The Perspective Of Civil Juristic Act

The company’s resolutions,including shareholders’ meetings,resolutions of shareholders’ meetings and board resolutions,are indispensable for the modern corporate governance structure.However,the traditional corporate law research on the company’s decision-making act theory ends in the analysis of effectiveness flaws.Facing the increasing "resolution is untenable" situation in the judicial practice,the traditional company law theory explanation has appeared weakness.The comprehensive analysis and interpretation of the company’s resolution theory is not only a balance between the company’s internal companies,between the company and the shareholders,but also between the shareholders and the shareholders.It is also a protection of the safety and efficiency of the commercial transactions and has important research significance.In order to solve the contradiction from root,this paper starts from the perspective of civil legal act,and uses the methods of problem exploration,comparative analysis,empirical analysis,and legal reasoning to study the company’s decision-making act.The first step is introducing the analysis of civil legal acts,analyzing the establishment,validity,and effective elements of the company’s decision-making act,and then to analyze the effectiveness of the company’s decision-making act in a horizontal manner.The second is to pass through Germany,Japan,South Korea,and Taiwan,comparative analysis of those company law,combined with our country’s positive law,criticized and supplemented the theoretical content of the company’s decision act.Finally sampled and analyzed specific cases of judicial practice,supplemented the company’s resolution theory,and tried to resolve the company’s decision act cases analysis approach proposed in this paper.Through the above analysis path,this paper believes that the key to the company’s decision act theory lies in the judgment of the establishment of the essentials,and puts forward the view that the“convening of the company meeting”and the“majority decision”are the requirements for the establishment of the company’s decision act.In all cases involving disputes over company resolutions,the court should take the company’s decision-making theory as its starting point to actively analyze the formation of the resolutions of the company involved in the case and whether or not it meets the criteria for the establishment of the company’s resolution as a precondition for the judgment.