Examination Of Our Country's Corporation Judicial Dismissing System Under The Corporate Deadlock

The corporate deadlock, which occurs frequently in the process of modern corporation administration, can lead to the paralysis of the corporation's decision-making and management mechanism and can thus cast severe damage over the legal rights and interests of the corporation, the shareholder, especially the young shareholder, the creditor and the other benefit counterparts. Therefore, sufficient relief should be given to the corporation in deadlock.According to the theory of corporate law, there are two forms of company deadlock relief -- self-reliant and public-reliant. As one of the public-reliant relief methods, corporation judicial dismissing system has long been approved by many countries, such as the US, Britain, Germany, and has played a vital role in the approaching corporate deadlocks. Because of some social factors as well as the relatively imperfect legislation itself (like being relatively weak in protection consciousness of young shareholders'rights and interests), our country's traditional corporation legislation did not integrate the corporate judicial dismissing system into the norm of corporate law, which is a great disappointment of our country's traditional corporation legislation. In October, 2005, the revised"Law of Corporation"explicitly stipulated corporation judicial dismissing system in the 183rd item. This is not only an manifestation of the maturity of our country's corporation legislation, but also a result of learning and drawing on the experiences of other counties whose corporation legislations are more advanced comparatively. The combination of corporation judicial dismissing system, the self-reliant relief measures of corporate deadlocks and other forms of shareholders'rights and interests'protection systems constitutes a complete shareholder rights and interests protection system.However,corporation judicial dismissing system in the 183rd item is quite rigid and weak in feasibility, and relevant judicial dismissing items have not been introduced till now. Aiming at making my own contribution to our country's corporation legislation, and making it easier for our readers to understand the corporate judicial dismissing system, I arrange and integrate this system systematically and thoroughly on the basis of learning and drawing on the experiences of other counties and areas.In the introduction part, this thesis introduces the reasons for selecting this topic, the defining of the study range, some research techniques and the current domestic and foreign research situation in this field; the first chapter mainly deals with the two basic concepts of this thesis—corporate deadlock and corporation judicial dismissal, including the definition, the characteristics of corporate deadlocks and reasons for their formation, as well as the definition, nature, characteristics and theoretical basis of corporation judicial dismissing, which are helpful to the systematic study and generalization of the full text. The second chapter mainly elaborates the developing process of our country's corporation judicial dismissing system. While affirming that the establishment of this system is a great progress, this thesis also rationally points out that it has some deficiencies, and that if these deficiencies cannot be removed, the corporation judicial dismissing system would probably became a"decorating vase"; based on the above analysis and closely linked to the 183rd item of the corporate law, the third chapter tables some principles as well as some specific proposals and measures that should be followed in order to perfect our country's corporation judicial dismissing system.Corporation judicial dismissing system is one of the most effective measures to break corporate deadlocks, but regarding the company deadlock's relief, we should firstly consider taking some vicarious measures. Before the court judicially dissolves a corporation, it should try to take such relief measures as compulsive tender offers to break the deadlock. If the deadlock can not be broken for sure, the court can then choose corporation judicial dismissing system so as to defend the shareholders'legitimate rights and interests.