The Research On Procedure Problems In Lawsuit About Defected Resolution Of Shareholders' Meeting

As the expression of company's will, resolution of the shareholders'meeting is group will made by shareholders in meeting according to the principal of"majority voting". Once it was made, all the shareholders shall subject to the resolution without reference to voting right or voting in favor of it. Therefore, the validity of making process and the contents is very crucial. Only the fair making process can provide possibility to the fairness and validity of resolution's contents. The system of lawsuit about the defected resolution can provide remedy for the resolution has content or process defects. On the other hand, when the main shareholders utilize their voting right and elude relevant process regulation to pursuit self-interest ignoring the benefits of minority shareholders and company, the system is the legal basis for minority shareholders to protect their benefits.Article 22 of stipulates the lawsuit about the defected resolution, which is a progress compared with before. However, there are still many details need research.This essay has four chapters in all. The first chapter expatiates the basic theories about the origin and meaning of lawsuit, and introduces legislative history of it. The second chapter discusses mainly about several problems when starting the lawsuit, such as the qualification of plaintiff and defendant, the third person in lawsuit, domination and suing term. The third chapter studies the kind and judgment effect of the lawsuit about two situations of revocable resolution and invalid resolution. The fourth chapter discusses the implementation of Court's right while hearing the cases, such as author found some courts may make judgment of invalid resolution in revoke lawsuit, the application of mediation principal, and introduction of the system of litigation guarantee and discretionary dismissal.