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

In a stock company, the shareholder general meeting is the highest power organ ,and is the important platform for shareholders'exercising their share rights,so the shareholder general meeting's resolution ,as the way of realizing the shareholder general meetings function,plays an impotant role in safeguarding the legitimacy and justice in the operation of a stock company. The defects of shareholder general meeting's resolutions are the legal defects that possibly arise in the shareholder general meeting's resolution and affect the resolution's effect. Due to the special nature of the resolution,the defects of the resolution and their legal regulation are special. Almost every country makes laws to regulate the defects of sharehold general meetings'resolution, which provides negative legal consequences of defective resolutions.Our country also offers explict provision on the defects of shareholder general meeting's resolutions in the new Company Law, it is a promotion.But about the standard of the classificationof the defects,that is the difference of the substance and procedure,the old study can not offer a distinct definiton of the relation between the defects and their legal consequence.So this paper will try to offer a more distinct way to classify the defects .This paper,with three ten thousand words, is divided into the preface, five chapters and epilogue. The preface summarizes the purpose and meaning of this paper ,and points out main content of this paper with the introduction of the books about this topic ,which the author have read .Chapterâ… :this part overviews the shareholder general meeting's resolutions,gives the definition of the resolution,and discuss the nature of the shareholder general meeting's resolutions.According to the theory of legal conduction in civil law,it should be together-conduction in mojority-legal-condution,according to the theory of group-law,it should match the regulation of group-law ,so is the anthor form of legal conduction.Chapterâ…¡:this part is about the defects of the shareholder general meeting's resolutions,and it's nature in jurisprudence.,it clarifies the concept of the defects,discusses it's special nature by means of theory of procedure justice,that is the theory of defects in civil law can not match the shareholder general meeting's resolutions perfectly.Then discusses the theory of balance of interests ,which includes the balance of interests between the majority and minority shareholders,the managers and shareholders,the justice and efficiency.Chapterâ…¢:this part is about the discussion on the theory of classification of defects and its'legal consequence.First is the introduction of the theory of classification of defects,second is about the legal consequence,by means of the theory of the negative legal consequence,points the special nature of the defects'legal consequence, then uses the method of comparision,analyzes the legislation of some classical countries.On this basis, questions the old study ,which is about the relation between the classification of defects and the its'legal consequence.Chapterâ…£:this part is about the building of the standard on classification of the shareholder general meeting's resolutions defects,that is compel law and wilful law, which possibly makes the relation between the classification of defects and the its'legal consequence more clear.In this part,the defects regulated by compel law is the main point,including the definition of the compel law;the relation between the range of the compel law and the nature of the company law, then tries to build the range of the compel law, including the substance and procedure affairs,and the procedure affairs are comparatively special. The discussion on the wilful law will focus on the nature of company rules.Chapterâ…¤:this part is about the promotion of the new Company Law in China,which offer explict provision on the defects of shareholder general meeting's resolutions for the first time ,and then discusses somethings could be more perfect.