Study On The Resolution Of The General Meeting Of Shareholders

The shareholders' General meeting of a joint stock limited company composed of all shareholders is the company's organ of authority. The general meeting of shareholders shall exercise its authorities, such as making major decisions, and selecting its management. As the general meeting of shareholders is a collegiate system, it shall exercise its authorities in accordance with the decisions on matters considered at the meeting voted by shareholders. Therefore the decisions on matters considered at the meeting is the expression of the company and the general meeting of shareholders well. The modern companies' general meeting of shareholders especially the joint-stock companies having the ownership separated from the operation, has become the only place where its shareholders can keep control of the company by their voting rights. So it has important meaning for the exertion of shareholders' rights and the principle of equality among shareholders to guarantee the justice and legitimacy of the decisions considered at the meeting The general meeting of shareholders has a series of procedures as following: convening, calling, holding, noticing, advising, discussing, voting and decision made. Legislation on companies of different countries has had detailed rules and regulations on the general meeting of shareholders so as to secure the smooth progress of the meeting, and to give shareholders convenient access to join the meeting to exert their voting rights. But after all, its ultimate aim is to guarantee the justice and legitimacy of the general meeting of shareholders.However, because of the defects exist in the basic principle as saying "each share holds by shareholders is entitled to one vote", company control mode will be sometimes distorted, and this will lead to unfair of voting rights in practice. In practice, especially listed companies in China, big shareholders always take advantage of their own stock position to damage the rights and interests of the small and medium shareholders by abusing the principle that decisions must be made by voters with majority capital stock. The general meeting of shareholders has become the "committee of big shareholders", which seriously sprains the investment enthusiasm of the small and medium shareholders and has hindered our capital market from further development, calls for an early solution.To change such a phenomena, regulations will play an important role, which should be made on the way to arrive at the resolution, more self protection measures should be made available to the small and medium sized shareholders, restrictions should be made to the rights easily abused by the big shareholders, balance should be made between the principle of stock equality and the principle of shareholder equality, attention should be paid to the equality between the shareholders both in the form and in the substance. Besides, so many procedures to be fulfilled and so many people to attend the meeting, the general meeting of shareholders is to arouse defects for various reasons. In addition, the general meeting of shareholders is traditionally a "major war field" for scrambling the control of the company. Since corresponding remedies are not enough in our present legislation, cases related often mushroom, such as the court asked the company to sustain the convening of the general meeting of shareholders in order to solve the dispute. As a result, second thought should be given to the issue whether the interference into the general meeting of shareholders by court in advance of the meeting is appropriate? How to interfere it? What remedies should be given to the defects of the resolution of the meeting so as to solve the dispute arising out of the defects of the resolution in a timely and reasonable way by clarifying the legal relations.In view of the legal position of the general meeting of shareholders and the Important meaning of the decisions made in it, this essay focuses on the decisions on matters considered at the meeting. After a brief introduction of the ge...