Research On The Alternative Remedies Of Judicial Dissolution Of Company

After more than ten years,Lin Fangqing's case was finally resolved through the company's separation method,which exposed the shortcomings of the judicial dissolution system of our Judicial Dissolution System.Hence,in this paper took the whole process of the dispute resolution of this case as an observational perspective,I hope to supply substitutable solutions to resolve corporate deadlocks by studying the case,as it were,by analysing the purpose of shareholders who are under the corporate deadlock and application situations of the Judicial Dissolution System.At present,Chinese company law only provides a judicial dissolution system for the company's stalemate.However,in practice,it increase the cost of dispute resolution that using provision of judgement as the bargaining chip and hoping to implement negotiation reconciliations to resolve the corporate deadlocks,which also contraries to the principle of commercial efficiency.Moreover,today's judicial dissolution system equates the stockholders' benefits to the benefits of the company,neglects the independence of the company's interests,which not only ignores the interests of the companies,other shareholders and stakeholders,but also aggravates the occurrence of shareholder opportunism.Therefore,based on such requirements as corporate maintenance,business efficiency and the independence of corporate interests and alternative measures our country should introduce alternative measures for judicial dissolution to properly resolve the corporate deadlocks.Many countries have stipulated a large number of the alternative remedies of judicial dissolution of companies.By analyzing foreign alternative measures and combining with our judicial experience,it is recommended to establish alternative measures such as compulsory equity transfer,compulsory company separation and delisting in China to balance the value choice between efficiency and equity through deadlock resolutions.First of all,Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China(II)takes equity transfer as an alternative measure,so there is a certain basis for introducing mandatory equity transfer measures.Secondly,the compulsory company separation measures are derived from the summary of China's judicial experience,this measure can retain the continuity of the company's current business,and can also separate from the "disagreeable" shareholders;Finally,humanity is one of the theoretical foundations of the delisting measures,and the “disagreeable shareholders” who are no longer tolerated by other shareholders should not be left in the company.Within the scope,the delisting measures can adhere to the company's humanity,even if the company survives and protects the “disagreeable shareholders” from the company's rights.The construction of the alternative remedies of judicial dissolution of company should also pay attention to: First,the mandatory equity transfer is applicable to the situation where a shareholder wishes to continue to operate the company and the other party wishes to withdraw from the company.The equity acquirer is determined by the willingness to continue to operate the company.The acquirer of the mandatory equity transfer is a shareholder,and the acquisition of the company is not operational.Second,the compulsory division of the company is applicable to the situation where two or more shareholders wish to continue to operate the company.The method and type of company separation shall be determined by the parties in consultation,and the negotiation may be completed within a time limit.The company's separate compensation price shall be confirmed as belonging to the shareholders or the company according to the nature of the price;Thirdly,the delisting measures shall have a great influence on the delist shareholders,and shall strictly stipulate the applicable reasons and applicable procedures,and protect the property interests of the delist shareholders.The limited liability companies have gathered multiple interests and contradictions,and the corporate deadlock is the meeting point of these contradictions.To solve the corporate deadlock,the judicial dissolution system is only a curvilinear solution.Therefore,it should be replaced by direct solutions such as compulsory equity transfer,compulsory company separation and delisting systems to form an institutional system for corporate deadlock resolution.