Research On The Validity Of The Act Of Carrying Out The Defective Resolution Of The Shareholders’ Meeting

Although many scholars have studied the defective resolution itself,the legal effects of the implementation of the defective resolution remains to be further explored.Within a company,the defective resolution is retroactively null and void;however,the determination of the validity of the corresponding implementation is related to several factors,including the protection of bona fide third party under civil law and the interests of minority shareholders under organic law,and the overall stability of the organization.Based on the internal and external relations between defective resolution and its implementation,this paper constructs the validity system of defective resolution implementation through the typology: First,for external transactions,the rules on the protection of bona fide counterparty shall apply to protect the interests of external third parties,and at the same time,the exit mechanism for minority shareholders and the multiple monetary compensation scheme and other remedy paths to protect the interests of organizations are proposed;secondly,under the organization change,the stability of the company comes before individual interests is specified,and for the maximum avoidance of legal chaos,a plan of restricting the retroactivity of resolutions on the merger and division,increase or decrease of capital of the company is proposed;and thirdly,inside the company,oriented by the stability and compliance governance principle,the circumstances in which the profit distribution,personnel selection,etc.are restored or the retroactive effect are restricted due to the connection of the invalidity of the defective resolution and the effectiveness of the implementation act,,and remedy schemes such as capital reimbursement system are introduced as well.