A Study On The Defect Of The Resolution Of The Shareholders' Meeting

In the era of market economy,the company is undoubtedly the main body in daily economic transactions.It plays an important role in promoting economic development,affecting the national economy and people's daily life.As an independent legal entity,the company has an independent legal status.It adopts bionics principles to set up shareholders' meeting,board of directors and board of supervisors to manage.In these three organs,the position of the shareholders is the highest,which is the agency of the company,which plays a decisive role in the management of the company,and the major decisions of the company must be made by its approval.However,in the current practice of corporate governance,there are many legal disputes surrounding the resolution effectiveness of shareholders' meetings.These problems have hindered the management and development of the company,thus lagging behind the development of the economy.Thus this paper takes the defect of shareholders' meeting resolution as the research topic,and tries to make a comprehensive review of the flaws in the resolution of shareholders' meeting.The first is to solve the theoretical disputes and the division of the defect system in the resolution of shareholders' meeting.Secondly,more importantly,through the empirical study of the 276 legal documents,it classifies the defects of the shareholders' meeting in judicial practice,divides the range of various reasons,and rethinks and summarizes the experience of dealing with the defect of the resolution of the shareholders' meeting in the judicial practice.Finally,based on the latest provisions of the "People's Republic of China company law judicial interpretation(four)",combined with the results of the second part of this article,we should improve the remedy system of the defect in the resolution of the shareholders' meeting,including the pre litigation remedial mechanism and the litigation relief system.The main body of this article can be divided into three chapters.The first chapter is the introduction of this article,which introduces the theme of this article through the case analysis-the defect of the resolution of the shareholders' meeting,and gives a brief introduction to the background and significance of the introduction of the legal interpretation of the law of People's Republic of China(four).The second chapter is solved basic theory of shareholder meeting resolution.First,it analyzes the nature of the "shareholders meeting resolution behavior",which could divide to the traditional legal behavior theory,the meaning formation and the group legal behavior,and then prove the rationality of the legal behavior of the resolution group of the shareholders' meeting.secondly,introduces the theoretical disputes of the company's resolution defect system,including the "dichotomy system" and "three subclass",followed by the subsidiary legislative pattern of the defective system of the resolution of the shareholders' meeting.Then,based on the nature of the resolution of shareholders' meeting,the superiority of the "three subclass" defect system is analyzed.The third chapter take 274 legal documents as samples,making an empirical analysis of the flaws in the resolution of the shareholders' meeting.The first is the quantitative analysis of the 274 legal documents from the three aspects of the cause of complaint,the cause of defects and the result of the court's referee,and statistics the status of the handling of the defects of the resolution of the shareholders' meeting in the judicial practice.secondly,based on the results of empirical analysis,on the one hand,the defect causes are typed,and on the other hand,we dig into the difficulties of dealing with the defect of the resolution of the shareholders' meeting in judicial practice,including different criteria of judgment and the type of confusing defects.Continuing the above logic,the four chapter discusses the relief of defects in the resolution of shareholders' meeting.This chapter is the key content of this article,including the introduction of pre litigation remedy mechanism and the improvement of judicial remedy.The pre litigation remedial mechanism mainly involves the private law relief of the shareholders' defect resolution-the system of recognition and withdrawal of the defect resolution,which proves the rationality of the system of recognition and withdrawal of the defect resolution in China and the construction of the specific rules.The insistence and perfection of judicial remedy include the types of litigation and the parties,the time limit of litigation,the res judicata and the retroactive force of judgment.The types of litigation are divided into two categories:the affirmation of the lawsuit(including the confirmation of the non establishment and the invalid)and the formation of the lawsuit;the qualifications of the parties are differentiated according to the different types of litigation.There is a retroactive force,and good faith does not have a retroactive effect.The third chapter is the insistence on the judicial discretion system and the litigation guarantee system in the macroaspect.The judicial discretion system has just been introduced into the judicial interpretation of the company law of the People's Republic of China(four)and needs to be applied in practice.Although the system of litigation guarantee has long been stipulated,but it is not widely applied,it is necessary to establish the rules to determine the amount of the guarantee and the applicable requirements of the system,as well as the legal consequences of the lack of guarantee in the defective litigation of the shareholders' meeting.