Research On The Legal Issues Of Deadlock In Sino-Foreign Joint Ventures

At the beginning of the reform and opening up,a series of joint ventures were established in order to attract foreign investment to develop the economy.Joint venture is a special kind of Limited Liability Company which established by domestic and foreign investors.However,in the process of the Joint venture development,corporate deadlock influence the health of Joint venture development.Neither the Law of the PRC on Sino-Foreign Equity Joint Ventures nor the Company Law of the PRC had stipulated the deadlock problem.The new Company Law in 2006 for the first time put forward the concept of corporate deadlock,but the rules are for ordinary company only.This article is based on the common phenomenon-deadlock and combine the specials of the Joint venture to break the deadlock by the legal countermeasure.It will be honor if the measure helps.This paper has a total of four chapters as well as 30,000 words.The first part is the introduction,mainly discusses the background and significance of the topic selection,introduces the main existing theories at home and abroad,and summarizes the main research methods.Join the latest legislative status to learn the specific content and development direction of the 2018 Foreign Investment Law of the People's Republic of China,which is publicly solicited for proposals.Chapter one is an overview of the deadlock of sino-foreign joint venture.This chapter first analyzes the definition and causes of the deadlock of sino-foreign joint venture,and preliminarily understands the connotation of the deadlock of sino-foreign joint venture.The deadlock is then dissected.Firstly,it summarizes the legal characteristics of the deadlock of sino-foreign joint venture enterprises,and then classifies thedeadlock of sino-foreign joint venture enterprises based on the institutions,causes and other factors,and emphasizes the seriousness of the deadlock.Chapter two is the existing legal relief and evaluation in China.This paper selects some typical cases of sino-foreign joint venture deadlock,and analyzes and evaluates these typical cases by combining The Company Law of the People's Republic of China and the Sino-foreign Joint Venture Law of The People's Republic of China and other relevant laws and regulations.It mainly focuses on the relief approach in judicial practice.Through the collection and analysis of cases,it is found that the existing legal relief scope is narrow,and the dissolution of enterprises is often taken as the method to solve the deadlock of sino-foreign joint ventures.This solution is not the best choice,not only detrimental to the development of the enterprise and the protection of creditors' interests,but also harmful to the enterprise's employees and a waste of social resources.Part three in this chapter is devoted to the latest "Law of the People's Republic of China on Foreign Investment".It may have a great impact on the deadlock and relief of sino-foreign joint ventures.The third chapter is about the company deadlock in foreign company law.In the current international legislation,there are mainly three legislative ways of domestic and foreign investment management.Among them,the legislative approach adopted by China is to formulate special laws and regulations in specific fields of foreign investment,namely,the Law of the People's Republic of China on Sino-foreign Joint Venture,the Law of the People's Republic of China on Foreign Enterprise and the Law of the People's Republic of China on Sino-foreign Cooperative Venture.The latest foreign investment law of the People's Republic of China clearly reflects the latest legislative direction of China-"to maximize the attraction of foreign investment in a way that achieves equality between domestic and foreign investment outside the negative list." This is the same as declaring that China's foreign capital legislation will favor another way,that is,the path of western developed countries--"directly apply domestic commercial legislation,treat domestic foreign capital equally,and realize the single track system of domestic and foreign capital." Therefore,this paper draws on the common commercial legislative experience of western developed countries,mainly including the relief and defense measures of the United States,Britain,Germany and Japan for the enterprise deadlock.Taking the Anglo-American law system as an example,the relief of the deadlock in the United States and Britain tends to prevent the final dissolution of enterprises by means of equity replacement and judicial intervention.Germany,led by the continental law system,and Japan lay particular stress on the role of the court,and lay particular stress on the judicial intervention in dealing with the deadlock,mainly reflected in the prevention of malicious litigation and punishment of malicious shareholders.Learning from the experience of foreign countries is helpful to put forward appropriate legal countermeasures.Chapter four is legal countermeasures to the deadlock of sino-foreign joint venture companies.This chapter is the key chapter of the whole paper.This chapter is divided into two parts,respectively to the sino-foreign joint venture deadlock before and after the emergence of two periods to put forward some suggestions.The relief before the deadlock is mainly reflected in the establishment of reasonable joint venture regulations and contracts to avoid the deadlock.The relief after deadlock is reflected in various aspects such as self-help relief,judicial relief and administrative relief.In view of the principle of "delegating power" embodied in the new law of the People's Republic of China on foreign investment,the state has given foreign-funded enterprises more independent development space,which undoubtedly increases the importance of enterprises to revise their contracts and articles of association in advance.Laws and regulations do not expand the legislative level of relief,but require enterprises to pay more attention to preventive measures in advance.Hope to help resolve the deadlock of sino-foreign joint venture.