The Study On The Lawsuit Of Revocable Company Resolution

The conception of lawsuit of revocable company resolution is when the convenes procedures and voting formula of shareholder meetings and boarder meetings violate law or articles of company or the content of the resolution violates the articles of company,the subjects who have the right to revocation(shareholders in general)can bring the lawsuit,requesting the court to revoke the resolution in legal time limit after the resolution is made.In December 2016,supreme peoples court passed the exposure draft of Provisions of the Supreme People’s Court on Several Issues concerning the Application of the Company Law of the People’s Republic of China(Ⅳ),the exposure draft differentiates the type of corporate resolution defect litigation further,establishes the two new type of corporate resolution defect litigation and stipulates the plaintiff,application condition,retrospective effect and the system of civil conservatory in the lawsuit of revocable company resolution.But,the rationality and omission of them need to be analyzed and discussed.This essay firstly analyzes the basic theory of lawsuit of revocable company resolution and corporate resolution defect litigation,and then explains the special procedural problems,including the definition of litigation parties,the related problems of forbidding the resolution and the legal effect of the lawsuit of revocable company resolution.The essay not only points out the legislative problems but also introduces the related foreign system,besides,it proposes in every part.I hope this essay can give help to the legislative process and juridical practice.Except the introductory paragraph,this essay include four parts:The first part of the resolution of the company resolution resolution.This part includes the definition of the resolution of the company resolution and the nature and applicable conditions of the action of the resolution of the company resolution.The second part is about the definition of the parties of the lawsuit of revocable company resolution.This part firstly analysis the qualification of the plaintiff and then discuss whether the shareholders who do not enter the board of shareholders have the qualification,whether the shareholders who do not have the voting right have the right of action,whether the shareholders who attend the board of shareholders but not put forward an objection have the the right of action,whether the shareholders who attend the board of shareholders and raise the yes vote have the right of action.Then it analyses the definition of defendant and the colitigant of the lawsuit of revocable company resolution.The third part is about the ban on the resolution in the process of the lawsuit of revocable company resolution.This part firstly distinguish the nature of the ban on the resolution,and make sure that this action is a kind of act preservation,and then explains the two possible problems in the process of the ban on the resolution in the lawsuit of revocable company resolution.One is the possibility of harassment complaints,and the other one is the possibility of unfairness of settlement between two parties.Finally,it put forward the advice how to solve the above the problems,including the burden of proof and guarantee system.The forth part is about the effects of judicial judgment.It mainly analysize three problems:the effects of judicial judgment when the plaintiff wins,the effects of judicial judgment when the plaintiff win and discretion to dismiss.When it comes to the effects of judicial judgment when the plaintiff wins,this part involves the constraining force,the proving validity,res judicata and retrospective effect.