Research On Legal Issues Of The Defective System Of Shareholders’ Resolutions

The "Company Law" Judicial Interpretation IV,issued in 2017,specifies detailed regulations on the defect system of shareholders’ meeting resolutions.Due to the shortcomings of the previous system,coupled with some issues worthy of consideration and discussion brought about by the new regulations,as well as the outstanding problems commonly encountered in judicial practice,the shareholders’ resolution system has become a hot topic in recent years.The author hopes to find corresponding solutions through research on the system to improve the system.There are four chapters in this article.The first chapter starts from the current situation of the defect system of the resolution of the shareholders’ meeting in China.By collecting and integrating a large number of cases,it proposes the more prominent problems of the system at the current stage,and summarizes including the plaintiff’s qualification determination,The deficiencies in the period of prosecution,security of conduct,guarantee,rejection of discretion,non-litigation relief system,etc.Chapters 2 and 3 analyze from the theoretical level of the system.Chapter 2 first analyzes the resolution system of the shareholders’ meeting,including the legal nature and specific types of the resolutions of the shareholders’ meeting,and then compares the contract behavior to clarify the applicable boundary of the resolution behavior.Secondly,it analyzes the operation mechanism of the resolution of the shareholders’ meeting,and mainly discusses the deficiencies of the "unanimous agreement" principle and the rationality and drawbacks of the "capital majority decision" principle,which in turn leads to the defect system of the shareholders’ resolution.Chapter III further conceptualizes the defects of the resolutions of the shareholders’ meeting,and introduces the method of classifying them.Furthermore,it expounds the judgment of the effectiveness of the resolution of the shareholders’ meeting,and finally introduces the legislative evolution of the system in my country.The fourth chapter,based on the problems raised in the previous section,draws on the legislative examples,jurisprudence,and doctrines of various countries and regions to propose corresponding solutions to the outstanding problems,hoping to further improve the defect system of shareholders’ meeting resolutions.