Research On Judicial Intervention In Corporate Defect Resolution

As an autonomous group,companies manage their business affairs mostly through internal organs,but when the resolutions of corporate organs are flawed,companies need to resort to judicial intervention to remedy the situation,which raises the conflict between the right of state intervention and corporate autonomy and how to achieve the balance between the two.When the company law was amended in 2005,the complaint of defects of shareholders’ meeting was first established,but with the development of the economy,it was found that the dichotomy model was too general,leading to more problems in judicial application.To this end,on August 25,2017,the Company Law Interpretation(IV)Act officially announced the addition of the resolution does not establish the type of defects,so that the resolution defect validity determination from "dichotomy" to "dichotomy" makes the path of judicial intervention in corporate resolution defects clearer.But judicial interpretation is not the end of the discussion.In fact,the current company law and judicial interpretation provisions not only fail to fully answer theoretical and practical questions about all aspects of resolution defects litigation,but also leave room for further discussion and even amendment on the issues involved.In addition,with the development of society,corporate resolution disputes are becoming more and more complicated,and it is necessary to further advance the discussion in terms of breadth and depth.Based on the current practice of judicial intervention in corporate resolution disputes,this paper summarizes the problems of confusion in the application of forged signature defects,extension of invalidation of resolutions,and non-establishment of excessive judicial intervention in corporate resolution disputes.Then the author thinks that because of the rudimentary provisions of the present law,the theory of civil legal act,which focuses on the protection of individual interests,is often interpreted in judicial practice,neglects the group law attribute of the resolution act,makes the resolution defect litigation system biased to the protection of individual shareholders’ rights and interests,and neglects the overall interests of the company,which leads to the alienation of judicial intervention in the corporate resolution defect.The key to judicial intervention in flawed corporate decisions is to define the boundaries of intervention.First of all,this paper uses the method of interest measurement,on the basis of the boundary of interest measurement,on the one hand,according to the defect type of the resolution,presupposes a variety of interest values,and adopts the method of high priority over low priority to make trade-offs;On the other hand,using the principle of proportion,the value hierarchy is unclear or difficult to judge the interests,with a view to achieving justice in individual cases;Secondly,combining the group approach to explain the rules of validity of corporate resolutions,it is necessary to apply the general rules of legal conduct selectively based on the ethical foundation of the resolutions and the characteristics of group,procedure and efficiency of resolutions.Finally,through the definition of the scope and premise of the defect of judicial intervention in company resolutions,the limitation of judicial intervention is clarified.According to this,some suggestions are put forward.First,according to the pattern of corporate defect resolution,the judicial intervention is discussed.In order to improve the accuracy of judicial intervention,it is proposed that the resolution should be closed on the basis of perfecting the cause of defect.Reversible resolutions are interpreted in a purposeful and expansive manner,incorporating procedural and other procedural flaws in order to ensure the regularity of judicial intervention;If the resolution is invalid,the method of prevention in advance and classification of grounds for invalidation should be adopted to clarify the boundary of judicial intervention.Secondly,the system of discretionary dismissal should be perfected to avoid the abuse of resolution defect litigation.Third,establish a system of non-contentious remedies to encourage companies to prevent excessive judicial interference through internal remedies.