Research On The Problem Of Abusing The Revocable Litigation Of The Company’s Resolution

The revocable litigation of the company’s resolution is a corporate resolution defect relief system adopted by the continental law countries,it refers to the company’s resolution is in violation of the procedural or content defects of the law or the thesis of association,allowing shareholders to file a defective lawsuit to negate the validity of the resolution,so as to ensure the company’s legal legitimacy of resolution,while taking into account the protection of shareholders’ rights and interests.China’s "Company Law" in 1993 did not stipulate this system.In the "Company Law" promulgated in 2005,the revocable litigation system of the company’s resolution was set up.At present,the relevant regulations in our country only provide an institutional framework for the revocable litigation of the company’s resolution.The gaps in laws and deficiencies have brought a lot of inconsistency and uncertainty to the application of justice.For example,the scope and qualification of the plaintiff are not clearly defined and the application of guarantee system is difficult and the discretionary dismissal system is generalized,etc.This brings many inconsistencies and uncertainties in the judicatory application,and also leads to the issue of shareholders’ abuse of lawsuit rights.As the birthplace of the revocable litigation of the company’s resolution,Germany has been plagued by abuse of lawsuit since its inception.The abuse oflawsuit rights by shareholders in revocable litigation has become a major challenge for German corporate governance.By discussing the phenomenon and causes of abuse in German revocable litigation of the company’s resolution,and combining with the actual situation in our country,this thesis analyzes the defects and shortcomings in this system so as to explore how to regulate the abuse of litigation rights,and put forward feasible suggestions for improving legislation.This thesis takes the revocable litigation of the company’s resolution as the center,and focuses on the legislative defects of the system and the abuse,then proposes legislative improvements.The thesis consists of four parts:Chapter I introduces the case of Cnlight Company v.Li Zhenghui’s abuse of litigation right.Based on the disputes existing in the typical case of judicial practice,the legal issues of this thesis are elicited.Chapter II summarizes the abuse of shareholders’ lawsuit rights.The focus is on the nature of shareholders’ lawsuit rights,the concept of abuse,the standards of recognition,and the responsibility of shareholders.Chapter III is the causes and countermeasures of abuse of the revocable litigation system.After analyzing the phenomenon and causes of abuse in German revocable litigation of the company’s resolution,it analyzes the reasons for the abuse of lawsuit rights and the flaws in the existing regulatory path in our country.Chapter IV,guided by the theory of commercial behavior,puts forward legislative proposals for the scope of the plaintiff and restrictions on the conditions for the prosecution,the establishment of the behavior preservation system and the reconciliation system,in order to solve the problems existing in the judicial practice and to better control the abuse of lawsuit right of shareholders and make the revocable litigation of the company’s resolution to play its institutional role better.