Study On Legal Remedies For Corporate Deadlock

According to the Black's Law Dictionary, corporate deadlock refers to allowing the shareholders or sharehold faction who disagree with corporation policies and decisions to prevent the deadlock status about corporate normal operation, because of control structure in the closed shareholding company. As the main form and main market economy of the modern enterprise, company carries the interest of shareholders and creditors. The existence of corporate deadlock can create a negative impact on the company, shareholders and society.From domestic and international judicial practice, countries are all pay attention to resolve the corporate deadlock in variety of ways, and careful about the dissolution proceedings sued by shareholders.The deep-sealed reasons of corporate deadlock is the institutional arrangements and the co-author closed organization of company. Since reform and opening up, corporation limited with co-author character appeared in large numbers in China.All along, the legislation does not make corresponding provisions on corporate deadlock, the new Company Law Section 183 provides in principle that if the company in stalemate, the eligible shareholders can initiate the legal channels to dissolve the company.Article 1 to 6 in the Company Law Explanation (Two) provides the concrete steps of company judicial dissolution. Although the corporate deadlock have stipulated in the relevant legislation, there are some problems, such as single solution, the principled provisions. These problems are not conducive to resolve the corporate deadlock in judicial practice.The paper takes the selected case as an entry point, the definition, causes, types, prevention and legal remedy of corporate deadlock as research subject, combining the study of foreign company law practice, and according to the relevant company law theory, in present the legal remedies that matches with the actual situation in China in the existing legal framework.The self-help of shareholders is a way to resolve the corporate deadlock, shareholders agrees in advance the solutions by the shareholders agreement and the articles of association when the deadlock occurs, it plays the preventive effect of articles of association fully. In the suggestion about legislation on company law and improvement on judicial practice, at the same time, I explore the specific operation of the Company Law, with reference to the operation of the Company Law.