About Company Deadlock Under Judicial Involvement

Presently, there are so many studies on company deadlock in academic periodical and special field books, for example, analyzing the cause of formation of company deadlock and fixing the boundary of its concept, taking precautions against in advance and relieving approach after the event. However, in some aspects the studies haven't insert, like the difficult position the shareholders meet while solving company deadlock by themselves, and the rationale, basic principle and procedure choice of company deadlock under judicial involvement and so on. The author would like to analyze the above problems. At the same time, an outline will be drawed. It means one conclusion would be made after analyzing the following three aspects: the unavoidability of confrontation and capital most definitely principle; the reservation of selling off stocks and transferring stockholders'rights; and forgiveness and the way that shareholder would not like to approach. The conclusion would show the reasonable and legitimate of the judiciary rights which gets involved in company deadlock. The author sets up the theoretical fulcrum of the judicature getting involved in company deadlock, according to the theories of company contract, the theory of shareholder good faith duty, social responsibility of company ,and the shattering of the expect interests. Meanwhile, the author finds the basic principle that needs to be taken into account, while judicature gets involved in company deadlock. That is to say the shareholder should obey good faith duty ;the companies should obey capital maintenance principle and the shareholders should obey public good order custom principle. According to the way that judicature getting involved, the author comes out with seven inspection standards: the rights of the shareholders can not be fulfilled; the business faces serious problems; the shoulders would have heavy loss if they still plunge; the company deadlock is going on; there is no way can be approached; mediation is put ahead; and some proportion of stocks has been held and it has deadline. In terms of the operation, the author tries the best to make a detailed state, mainly about the lawsuit status of shareholders and companies from both parts, the problems about region jurisdiction, the judiciary region of compelling to dismiss company, the influence of judging, the choice of procedure on ordinary criticize or special criticize. Moreover, the author explains the defects of company deadlock rules that stated in new company law. Meanwhile, the author sets up the company deadlock under judicial involvement system, in which the main body is made up of compelling to dismiss company and transfer shareholders'rights or forcing to establish separately by judicature.