Study On The Legal Issues Of The Exercise Of The Right For Revoking The Company’s Resolution

The company is an important subject of market economic activities.Improving the operating efficiency and protecting shareholders’ rights and interests have always been the core of corporate governance,as well as the key to the perfection of corporate legislation and justice.Corporate resolution is an important form of corporate meaning and an important content of corporate governance.Chinese company law and its judicial interpretation provide for the validity of defective resolutions,and distinguish between invalid,revocable and invalid resolutions.Each of the three resolution flaw systems has its own institutional structure.The revocable corporate resolutions in these three systems contain content and procedure due to their flaw properties,so in practice,compared with invalid and invalid resolutions,conflicts are more likely to occur.Therefore,from the perspective of the exercise of corporate resolution revoking right,this paper studies the legal issues that are still controversial in judicial practice and theory,including the subject of the exercise of resolution revoking right,the cause of the exercise of resolution revoking right,the period of the exercise of resolution revoking right and the limitation of the exercise of resolution revoking right.As for the subject of the exercise of the company’s resolution revocation right,this paper mainly studies whether the subject prescribed by the existing law needs to be further regulated and expanded,as well as the subject qualification identification in special circumstances.It holds that the existing law’s provisions on the subject qualification of the revocation right are not enough to meet the needs in practice,and the subject qualification scope should be extended to directors and supervisors.And for the special circumstances of the subject qualification should also be differentiated according to the different circumstances.As for the reasons for the exercise of the right to revoke corporate resolutions,this paper first makes a simple distinction between the three-point system of the litigation system for defective corporate resolutions,compares the legislative reasons for invalid resolutions,revocation resolutions and invalidity of resolutions,and then draws the conclusion that there will be defect in judicial practice according to the court identification in practice,and puts forward some suggestions for improvement.Finally,it makes a specific type analysis on the exercise of the company’s resolution cancellation right,clarifies the situation of the exercise of the company’s resolution cancellation right through the analysis of the specific case causes in practice,summarizes and concludes the defects in the convening procedure,voting method and resolution content,and further optimizes the judicial application in practice.For the issue of the time limit for the exercise of the company’s resolution revocation right,this paper mainly studies the elaboration of the starting time in the Company Law of the People’s Republic of China(Revised draft),the rationality of related burden of proof distribution,and the extension of the exercise period of the revocation right.According to the analysis of the specific reasons of the period in practice,it is found that the majority of the revocation rights cannot be effectively exercised because they do not know when the resolution is made.Therefore,this paper holds that if future legislation stipulates that the exercise period of the revocation rights should be calculated from the date when the resolution is made,there is no need to extend the legal period of 60 days.As for the restriction on the exercise of the company’s decision cancellation right,through the analysis of the case of decision rejection in practice,it is concluded that there are two modes of judgment in the practice of judicial trial: fact trial and value trial,and through the standard identification of minor procedural defects and the determination of specific value measurement method to solve the problems that may exist in the practice of the above modes of trial.In order to optimize the existing way of judgment,accurate law applies.Only by clarifying the internal relation and unifying the understanding of law,can we strengthen the unity of law application and clarify the boundary of right exercise.