Corporation Deadlock And Legal Settelment

With the growing number of companies, the corporation deadlock happens in many companies practice. In fact, the corporation deadlock is a company of people lost, which will be formed in a state of stalemate. This impasse troubled shareholders or directors, hinder development of the company, the interests of various cause serious damage. So the urgent need is the legal effective way to break the corporation deadlock. This issue has been long and rich experience in practice in foreign countries. But before China's Corporate Law Amendment, there is no legal level of the company to break the deadlock,' Unable to meet real needs. The revised company law finally made a breakthrough, but the relevant provisions don't completely solve the many problems encountered in practice. Based on trial practice, this paper raised its view on these issues and solutions.This first part of the paper is to define the concept of corporation deadlock, summarize the impasse's character and classification, and analyze the causes of the stalemate and its harm. These basic studies are to form a broad deadlock awareness to find some crack-loss method. Action needs theory as a guide. The corporation deadlock should be broke, but where is its theoretical foundation? In the second part of the paper, the author discussed the theory of company contract, the theory of anticipatory Interests, and the theory of corporate social responsibility, which provide a strong legal basis to the request of shareholders and the judiciary involvement. In the third part of this paper, the author proposes a break the deadlock company specific measures, which are not confined to the article 183 of the Companies Act to the judicial dissolution of the company, because it's ultimately the most stringent measures. Prior to this, we should try to use some relatively moderate, not eliminate the Corporate Personality alternative relief measures to minimize the negative consequences cracked by the deadlock. These measures include the company's prior prevention, compulsory equity replacement, compulsory separation, the designated interim receiver system, designated temporary director system. As an ultimate solution to the impasse, the judicial dissolution of the company system is helpless but effective. There has been formed a mature experience in civil law and common law countries. In this paper, as we discussed the dissolution of our country's judicial system, we also briefly the foreign practices. In the fourth part of this paper, the author introduced some related issues on our systems about the break to the corporation deadlock. After introducing its history, and analyzing the application in 11 areas of Article 183 combined with the Company Law Practice, the author provided the further perfect views.