Study Of China’s Litigation System For Company Defect Resolution

With the vigorous development of market economy,the number of disputes on the validity of corporate resolutions has increased substantially.In order to protect shareholders’ personal rights and interests and legitimate control of corporate behavior,China’s “Company Law” introduced the company resolution defect litigation system,the fourth judicial interpretation of the company law to add the resolution is not established,and the resolution defect litigation cause of action,the subject of litigation and other content to improve.However,the existing laws and judicial interpretations in the still difficult to explain the applicable rules,the judge in determining the validity of the resolution appears in the same case of different judgment.Therefore,this paper discusses the theoretical basis of the system,from the perspective of the organic law on the causes of action for defective resolutions,the subject of litigation,etc.,to sort out the shortcomings of the system,so as to put forward suggestions for improving the system of defective resolutions.In addition to the introduction and concluding remarks,the main body of this paper consists of five chapters,each of which is as follows:Chapter 1,“Overview of China’s Litigation System for Company Defect Resolution”.This section explores the concepts related to the defective corporate resolution litigation system and lays the foundation for the following analysis of the types and subject matter of defective corporate resolution litigation.Chapter 2,“Types of Litigation for Company Defect Resolution in China”.This section analyses the causes of action for the filing of a suit for the failure of a resolution,a suit for the invalidity of a resolution and a suit for the revocation of a resolution in the light of judicial practice,in the context of the “trichotomy” of types of litigation adopted by legislation.Chapter 3,“The Subjects of Litigation for Company Defect Resolution in China”.This section examines the plaintiffs and defendants in the subject of defective corporate resolution lawsuits,discussing the scope of plaintiffs and shareholder standing in defective resolution lawsuits and the rationale for limiting defendants to corporations.Chapter 4,“Inadequacy of China’s Litigation System for Company Defect Resolution”.Guided by the theory underlying the system,this section analyzes the legislative deficiencies and judicial practice dilemmas,and points out the shortcomings of the current system at three levels: substantive rules,procedural rules,and supporting rules.Chapter 5,“Strategies for Improving China’s Litigation System for Company Defect Resolution”.This section proposes strategies to improve the above system shortcomings,combining the legislative examples of civil law countries(regions) such as Germany,Japan and Korea,and suggesting improvement strategies that can be learned from the problems in China.