Study On The System Of Defects Of Shareholder Meeting's Resolution

Defects of shareholder meeting's resolution is a non-legitimate groups meaning. It is the legal flaw which influences the efficacy of the shareholder meeting's resolution. Specially, defects of shareholder meeting's resolution refers to the situation that the shareholder meeting's resolution should be negatively evaluated for the reason that its procedures or contents violates the law, the administrative regulations or the charter of the company. Under the background of the separation between ownership and management, the development of the modern company takes on characteristics of the increasing diversity of shareholder and the high decentralization of equity. Therefore, as the supreme authority and the highest meaning realize organ of the company, the shareholder meeting becomes an important place in which shareholders can exercise such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel. In order to maintain the fairness and justice of the formation of the shareholder meeting's resolution and effectively protect the legitimate rights and interests of minor shareholders, the system of defects of shareholder meeting's resolution has been an international system, which is widely adopted all over the world.Article 22 of the corporate law in China provides the system of defects of shareholder meeting's resolution. Compared to article 111 of the corporate law in 1993, it has been made grate progress, but it only provides a not very complete framework for the system of defects of shareholder meeting's resolution and there are many aspects which need to be perfected urgently. Therefore it is necessary to systematically study and explore the system of defects of shareholder meeting's resolution.This paper takes the system of defects of shareholder meeting's resolution as research object. It is divided into four chapters except for the preface and epilogue.The first chapter introduces the legal definition of the defects of shareholder meeting's resolution. It takes the shareholder meeting's resolution as the starting point and elaborates its connotation, its new and unique group legal act nature and its legal effects to the internal and external of the company so that it can lay an reasonable foundation for the following parts. And then it explains the connotation, extension, value orientation and Legislation attitude of the defects of shareholder meeting's resolution systematically. The paper holds the opinion that defects of shareholder meeting's resolution refers to the situation that the shareholder meeting's resolution should be negatively evaluated for the reason that its procedures or contents violates the law, the administrative regulations or the charter of the company. It can be displayed as the defects on procedures and contents. The benefits balance theory which reflects the interests balance between the majority shareholders and the minority shareholders, between the shareholders and managers and between efficiency and equity is the value orientation of the system of defects of shareholder meeting's resolution.The second chapter introduces the system of the validity of defects of shareholder meeting's resolution. The system of the validity of defects of shareholder meeting's resolution means the negative legal consequences system for the defective shareholder meeting's resolution. It is one of the important contents of the system of defects of shareholder meeting's resolution. Firstly, this part conducts a comparative law study on the legislation, doctrine and precedent in different nations and regions from the aspects of legislative pattern and defect reason. Then combined with the legal action theory, this part puts forward this paper's opinion about the system of the validity of defects of shareholder meeting's resolution. That is to say, as a new and unique group legal act, shareholder meeting's resolution applies the legal action theory in principle, but it can not apply the legal action theory completely. Therefore the paper holds the opinion that the scientific and reasonable system of the validity of defects of shareholder meeting's resolution consists of three parts: non-existence resolution because of serious procedural flaws, revocable resolution caused by common procedural flaws and contents that violates the charter of the company and void resolution for the reason that its contents violates the mandatory provision of the law and the administrative regulations. There is no modifiable resolution and uncertain effectiveness resolution in the system of the validity of defects of shareholder meeting's resolution because of the group law nature of the shareholder meeting's resolution. In addition, in the situation of non-existence resolution, the paper holds the opinion that non-existence resolution does not correspond to the legal act that has not been established, non-existence resolution caused by serious procedural flaws lack the effective factors of the legal act, but it does not lack the establishing factors. This viewpoint is different from other scholar's opinion that non-existence resolution corresponds to the legal act that has not been established and it can be demonstrated from the perspective of the legislation of Korea and Japan and the establishing factors of the legal act.The third chapter introduces the relief assurance of defects of shareholder meeting's resolution. The system of the relief assurance of defects of shareholder meeting's resolution is another important content of the system of defects of shareholder meeting's resolution. Firstly, this part introduces the definition and necessity of the relief of defects of shareholder meeting's resolution. And then the paper grasps the general direction of the relief of defective shareholder meeting's resolution by some principles including the principle of resolution stability, procedure assurance and interests balance. Afterwards, this part introduces the alternative remedies of the defective shareholder meeting's resolution: the cure, withdrawal, ratification and exemption of the defective shareholder meeting's resolution systematically. This part emphatically introduces the litigation relief of the defective shareholder meeting's resolution, that is to say it introduces the lawsuit of non-existence resolution, revocable resolution and void resolution from the aspects of parties, prosecution duration and legal effect and so on. Finally, on the question of how to deal with the relationship between the alternative remedies and the litigation relief of the defective shareholder meeting's resolution, the paper holds the opinion that generally speaking, the alternative remedies of the defective shareholder meeting's resolution have precedence to the litigation relief of the defective shareholder meeting's resolution. The fourth chapter introduces the improvement of the system of defects of shareholder meeting's resolution in our country. It is the research purpose and ultimate value of the paper. Firstly, this part analyzes the reasons for the improvement of the system of defects of shareholder meeting's resolution. According to the paper, it is necessary, important and feasible to improve the system of defects of shareholder meeting's resolution in our country because of article 22 of the corporate law and the system value of the system of defects of shareholder meeting's resolution. Then this part analyze the way to improve the system of defects of shareholder meeting's resolution, that is to say, the best way to improve the system of defects of shareholder meeting's resolution in our country is that we should improve the system by the judicial interpretation for expediency and the amendment of the corporate law for the final destination. Finally, the paper put forward the suggestions to the improvement of the system of defects of shareholder meeting's resolution from the perspective of the improvement of the effect system, the introduction of the alternative remedies and the improvement of the litigation relief so that it can improve the corporate system of our country and finally protect the legitimate rights and interests of the minority shareholders and other stakeholders.