The Judicial Dissolution Of Corporations

There have been a lot of deficiencies relating to the protection of shareholders' rights in our legislation on corporations since the first Corporation Law was enacted.In order to change the problem,the newly established Corporation Law in 2006 enriched the content about the remedies to the rights of shareholders,such as the provisions of shareholders' derivative action and the perfection of shareholders' direct action,etc.As a kind of remedy to the deadlock of corporations,the judicial dissolution of corporation is provided in Corporation Law.In accordance with Article 183 of Corporation Law,if the corporation's business and management fall into the plight deeply,the corporation's existence will damage the interests of shareholders and there is no alternative remedies for the settlement of the problems,the shareholders with 10%votes of all shareholders may ask the People's Court to dissolve the Corporation.However,the provisions on the judicial dissolution in Corporation Law are very parochial,sketchy and vague,making the trial puzzled and inconvenient,the similar cases with different decisions,which has the judicial body's honor damaged.Although the Supreme People's Court has made a judicial interpretation to Article 183 of Corporation Law,the deficiencies still existed.From a comparative scope,the value of judicial dissolution not only provides a way for the shareholders in the deadlock to quit the corporations,but also protects the shareholders oppressed,corporations,creditors and other interested persons.Therefore,it is very essential for us to study and perfect the judicial dissolution systematically and deeply.Based on the introduction and perfection of the judicial dissolution,the thesis expects to systematically summarize the related fundamental theory and devote my ability to the perfection of the judicial dissolution in Corporation Law through a systematical study thereon. The thesis explores,analyses and summarizes the theoretical grounds hereof,investigates the judicial dissolution of several countries in the two law systems,analyses a very important question in theory in the course of legislation and trial:the basic thought and the basic principle.The thesis reconstructs and perfects the judicial dissolution on the basis of the recollection analysis and evaluation of our law and trial related to the judicial dissolution. Generally speaking,the thesis includes four chapters besides the introduction and the conclusion.Chapter One is the introduction and analysis of the fundamental theory of judicial dissolution.The judicial dissolution is a procedure and a institution with which a court decides whether it should dissolve a corporation when a suitable subject ask the court to do it. The nature of judicial dissolution is the intervention of the state's power into the business or management of a corporation after an event.The judicial dissolution includes the judicial dissolution in public law and private law,the former noncontentious proceedings and the latter contentious proceedings.The judicial dissolution has deep and systematical grounds.We should construct and perfect the institution to safeguard equality and justice,maximize benefits,display the moral of the society,protect the expectation of shareholders,realize the social responsibility of corporations and settle the problems in practice.Chapter Two is an investigation of the judicial dissolution from a comparative scope.The judicial dissolution originated in U.K.and is used for referenceand perfected by the other countries.Although the provisions and judicial application of judicial dissolution in the states and districts of the two law system are different,such as the subjects,causes of dissolution, alternative remedies etc.,there are still some identical points on the basic issues.For the basic thoughts,the judicial dissolution is applied cautiously in all the countries.That is to say,the proceedings are working cautiously with the respect of the corporations' autonomy.For the basic principles,the principle of maintenance of subject,the principle of exhaustion of other remedies and the principle of balance of interests are held firmly.If they can balance the interests of each parties and settle the disputes thereof with some alternative remedies,they will not dissolve the corporations.For the detailed provisions,they all have the provisions of wide subjects and causes in range,have some necessary procedures in advance against malicious abuse of legal process and stress on the application of alternative remedies.These experiences in legislation and jurisdiction are very worthy and significant for us to construct and perfect the judicial dissolution in our country.Chapter Three clarifys the basic thoughts and principles of judicial dissolution.The basic thoughts and principles are very useful for the legislation and trial,which is the theoretical issues that can not be avoided therefor.The autonomy of corporations is the basic thought of corporation law and the right choice to maximize the benefits of shareholders.However,the autonomy of corporations has its own defects:it is often abused and not able to settle corporations' own disputes and other problems.In order to prevent the abuse of corporations' autonomy and punish these acts,there is a need for the state power to intervene the business and management of corporations.On the other hand,the intervention of the state power stands for the coercion of the state which is often abused and will deal the corporations a crushing blow in the course of application of judicial dissolution.Therefore,it has been the common object for the legislature and courts to harmonize the relationship between autonomy of corporations and coercion of state.It is the ideal choice for the jurisdiction to intervene the business of corporations and harmonize the relationship between corporations' autonomy and coercion of state after the disputes and other problems;the principles of maintenance of subjects,exhaustion of other remedies and balance of interests are the basic principles to construct and perfect judicial dissolution.Chapter Four is the construction and perfection of judicial dissolution of corporations in our country.It is a long history for judicial dissolution to be provided in our Corporation Law. The current Corporation Law still has a lot of defects on the provisions of judicial dissolution, so it is necessary for us to reconstruct and perfect judicial dissolution in our country with the reference of other countries' corporation law and on the basis of our relative systems.For the suitable objects,judicial dissolution is suitable not only for the limited liability companies, but also for the jointed-stock limited companies such as some closely-held jointed-stock companies.We should perfect the provisions of judicial dissolution on jurisdiction,subjects, causes,meditation,attachment,conservation of evidence,defence and punishment of abuse of legal process,costs,relationship between judicial dissolution and bankruptcy,relationship between judicial dissolution and liquidation and alternative remedies in order to make judicial dissolution bring its own positive functions into full play.In the respect of method,the thesis mainly adopt logical inference,historical analysis, social survey and normative analysis.Besides these methods,the thesis analyses and studys some particular issues with the main views and methods of philosophy,economics,ethics, jurisprudence and sociology.Although I expect to makes the grounds and detailed provisions of judicial dissolution in our country perfect through my hard working,but for the limited knowledge and energy of my own and other objective reasons,there are still some defects in the aspects of material, content,method and language,and so on.I wish more experts and scholars to scrutinize my writing and give me your point.