Research On Litigation Of Defects In Shareholders’ Meeting Resolutions

Research on litigation of defects in shareholders’ meeting resolutions is an important form in corporate litigation,in order to clarify the validity of flawed resolutions of the shareholders’ meeting through litigation.However,there are many obscure theories about research on litigation of defects in shareholders’ meeting resolutions in the academic circle,and the judicial practice is often at a loss.This is not only due to the fact that research on it involves two fields of substantive law and procedural law,but also due to the diversity and complexity of the types.Therefore,the design of the system cannot avoid the theoretical problems which have great controversy in the academic circles.Therefore,through the research on the basic theory,qualificarion for the proper party,subject-matter of action and the res judicata problems in shareholders’ meeting resolutions,this paper summarizes the difficulties faced by litigation of defects in shareholders’ meeting resolutions in our country,and puts forward to reasonable suggestions on this basis.The first chapter: the basic theory of litigation of defects in shareholders’ meeting resolutions.Litigation of defects in shareholders’ meeting resolutions is a litigation caused by shareholders’ meeting resolutions defects,which is different from shareholders’ derivative action and other company action.When the shareholders’ meeting decisions that there are defects in contents or procedures that violate laws and the articles of association,the qualified plaintiff can request the court to remedy by confirming the invalidity,revocation or unformed of the resolution.There are two remedy to cure the defects in the resolution of the shareholders’ meeting:non-litigation remedy and litigation remedy.Non-litigation remedy for resolution defects in shareholders’ meeting has its limitations in scope and conditions.Litigation of defects in shareholders’ meeting resolutions is necessary to resolve disputes over the validity of resolutions in shareholders’ meeting independently.The classification of litigation of defects in shareholders’ meeting resolutions is based on the classification of the defective effect of the resolution of the shareholders’ meeting.Our country’s legislation uses the theory of legal behavior for reference and adopts the legislative model of trichotomy,which divides the litigation of defects in shareholders’ meeting resolutions into invalid litigation,revocation litigation and unformed litigation,and respectively corresponds to different causes.As far as the specific nature is concerned,the revocation litigation should be the formation litigation,and the invalid litigation and unformed litigation should be regarded as the confirmation litigation.The second chapter: The domestic and international legislations on litigation of defects in shareholders’ meeting resolutions are gradually improving,but there are still inadequacies.In judicial practice,the court has produced a lot of differences and dilemmas in determining the scope of qualified plaintiffs and defendants.The determination of qualified plaintiffs in the litigation of defects in shareholders’ meeting resolutions is influenced by many factors,such as the qualification of shareholders,the holding of shares,the right to vote and whether or not to object to the resolution on the spot.There are some theoretical arguments about the qualified defendants in the litigation of defects in shareholders’ meeting resolutions,such as the company’s proper defendant,the company’s improper defendant,the company’s first defendant,the company’s second defendant,the legal person’s judgment nominal party,the inherent joint action,unilateral similar necessary joint action.At the procedural level,the reason lies in the ambiguity of the interests of the lawsuit and the dispute over whether the parties are prerequisites or right protection qualification.At the level of substantive law,it originates from the complexity of the nature of equity and the complexity of the shareholders’ meeting resolutions itself.As for the qualified plaintiff in the litigation of defects in shareholders’ meeting resolutions,a restrictive explanation should be made on the basis of affirming that the invalidation litigation and the unformed litigation as the shareholder,director and supervisor of the company,and the qualified plaintiff of the revocation litigation as the shareholder of the company.The defendant of the litigation of defects in shareholders’ meeting resolutions should also maintain the current legislation,and take the company as the only defendant,while other interested parties can participate in the litigation as the third party or seek relief through other litigation.The third chapter: the subject-matter of the litigation of defects in shareholders’ meeting resolutions.As for the litigation object of the litigation of defects in shareholders’ meeting resolutions,there are arguments such as ternary theory,monism and relativity.The ternary theory of the subject-matter of acrion determines different subject-matter based on different litigation forms.The ternary theory of the subject-matter determines different subject-matter based on different litigation forms.It holds that the subject-matter of the invalid litigation is to request the court to declare the resolution invalid,the subject-matter of the revocation litigation is to request the court to cancel the resolution,and the subject-matter of the unformed litigation is to request the court to determine that the resolution is unformed.The ternary theory of subject-matter faces the dilemma that three causes of action are sometimes difficult to distinguish and repeated suits.The monism of subject-matter only specifies the subject-matter in terms of the time and content of the resolution of the shareholders’ meeting resolutions,and holds that the subject-matter of the litigation of the shareholders’ meeting resolutions is to request the court to deny the validity of the specific resolution.Although it can effectively avoid repeated suits and contradictory judgment,it has the disadvantages of blurring the boundary of litigation of defects in shareholders’ meeting resolutions and expanding the objective scope of res judicata.The theory of relativity on the subject-matter of litigation is based on the parties’ choice of procedure.It holds that the parties should determine the scope of the subject-matter of action,but in fact it has deprived the determination of the subjectmatter of a unified standard.In contrast,the author prefers the ternary theory of the subject-matter,and on this basis,relieves its disadvantages through the joinder of claims.The fourth chapter: the res judicata of the litigation of defects in shareholders’ meeting resolutions.The res judicata of the litigation of defects in shareholders’ meeting resolutions includes the object scope,the subject scope and the time scope.The object scope of res judicata shall be limited to the main text of the judgment,excluding the reasons for the judgment.In terms of subject scope,it has the effect on the world,so we should pay attention to the procedural protection of the third party.In the pre-trial procedure,the third party should be made aware of the lawsuit through the company announcement and the court’s ex officio notification system.In the process of litigation,the rights and interests of the third party should be protected through system design such as collegial panel trial,join trial,the court is not bound by the parties’ admission,the parties are not allowed to withdraw the lawsuit and reconciliation.After the judgment is confirmed,the third party can safeguard its legitimate rights and interests by filing third-party revocation action.In terms of time scope,it is limited to the end of oral argument and shall not be limited of expanded.For the problem of “repeatedly formed object” in the litigation of defects in shareholders’ meeting resolutions,there are still some deficiencies in the theories of expanding the object scope of res judicata,establishing the litigation system of intermediate action of affirmation,applying the theory of force of disputed issues,adopting the principle of good faith,and expanding the object of litigation.It should be mandatory to stipulate that as to the winning judgment for the plaintiff,the shareholders’ meeting of the company should not make the same resolution with corresponding deterrent measures.