On The Defects Of Shareholder General Meeting's Resolutions And Their Legal Regulation

The defects of shareholder general meeting's resolutions are the legal defects that possibly arise in the shareholder general meeting's resolutions and affect the resolution's effect. In a stock company, the shareholder general meeting is an important platform for shareholders' exercising their share rights, which is the highest power organ in a stock company, and as the way of realizing the shareholder general meeting's function, the shareholder general meeting's resolution plays an important role in safeguarding the legitimacy and justice in the operation of a stock company. In order to protect shareholders' (especially the minority shareholders') rights and interests, almost every country makes laws to regulate the defects of shareholder general meetings' resolution, and provides negative legal consequences of defective resolutions.In our China, the new Company Law offers explicit provision on the defects of shareholder general meeting's resolutions, that provides a criterion for defining the resolution defect and deciding the legal conseqence. However, the new Company Law only builds the frame of the resolution defect system, in which some flaws still exist, and it needs further improving in comparision with other countries and areas.This paper inquires into the pattern, the nature and the meaning of the shareholder general meeting's resolution, and clarifies the concept and forms of the resolution defect. on the basis of analyzing the corresponding legal systems of other countries and areas, the author positively explores the theoretic foundation of the legal regulation of the shareholder general meeting's defective resolution, and finally in the light of the flaws of the current system, puts forward some suggestion. This paper consists of five parts:Part â… : this part mainly introduces the formation of the sharehold general meeting's resolution, and points out the necessity of the Principle of Making Decisions According to The Majority Holding and its abuse; discusses on the nature of the shareholder general meeting's resolution, and concludes that the shareholder general meeting's resolution is different from the contract; and finally...