Study On The Application Criteria Of The Defect Exemption Rule For Corporate Resolutions

In order to make up for the institutional shortcomings in the revocation system of corporate resolutions,Article 4 of the Interpretation(IV)of the Company Law of China establishes the defect exemption rule,that is,when there are minor defects in the procedures of corporate resolutions and do not have a substantial impact on the resolution,the resolution exemption is revoked.As a special rule in the revocation of corporate resolutions,its institutional value lies in the fact that it exempts company resolutions with minor defects in the procedure from being revoked,which is a reasonable fault tolerance mechanism for procedural defects,and to a certain extent,it protects the company’s autonomy from judicial interference.However,due to the abstract provisions of "minor defect" and "substantive impact" of the two statutory constituent elements of the defect exemption rule in the existing norms,and the strong case-by-case characteristics of such litigation,judges have a large discretionary space and inconsistent adjudication standards in practice.Therefore,it is necessary to refine the specific application standards of the defective immunity rule and clarify the logic of adjudication and the method of weighing interests in such cases,so as to unify the scale of judicial adjudication and form a consensus on adjudication.By collecting and analyzing the relevant cases of the application of the defect exemption rule,this article divides the procedural defects involved in the company’s resolutions into three stages and eight specific types of defects,namely,defects in the convening notice,convocation object and convocation entity in the convening stage,defects in the convening entity and meeting minutes in the convening stage,defects in the voting method,defects in the vote counting procedure and defects in the signing of resolutions.In addition,by reading the "In the Court’s Opinion" part of the judgment document,it is found that in judicial practice,judges have problems such as biased views of judgments,insufficient reasoning in judgments,unclear basis for judgments,and inconsistencies in the determination of statutory constituent elements when applying the rules of defect immunity.Based on the above problems,this article first clarifies that the logical relationship between the two statutory constituent elements of the defect exemption rule is that "minor defect" is the "cause";"Substantive impact" is the progressive causal relationship of "effect",clarifying the logical thinking of judges in hearing such cases.Secondly,the method of case measurement is used to measure the interests of the three main groups of conflicting value interests involved in specific cases,namely corporate autonomy and judicial intervention,shareholder rights and corporate interests,and procedural value and substantive value,so as to provide judges with measurement ideas when making case measurement.At the same time,the specific identification standards for statutory constituent elements should be clarified.The determination of "minor defects" should follow the value tendency of the company’s resolution revocation system,and take whether it affects the exercise of shareholders’ rights as the criterion for judgment,and in each stage of the company’s resolution,the focus should be on whether the shareholders’ key rights such as the right to know,the right to participate,the right to express opinions and the right to vote are fully exercised as the standard for determining whether the defect is minor.The determination of "substantial impact" should abandon the improper thinking of "consequentialism",and examine whether the resolution reflects the true autonomy of the company through the two dimensions of procedure and democracy.