Study On Judicial Dissolution System In Solving Corporate Deadlock

Corporate deadlock,which has become a representive problem in the practices, not only seriously damages a company's interest,but also its shareholders',however, this problem has not been well solved till today. Once a corporate falls into deadlock ,it indicates the shareholders have lost their cooperation basis and the interest conflict among them has become incompatible.It is obvious that this phenomenon seriously damages the interest of both the company and its shareholders .For a long time ,the theory and the practice have not reached a consensus on how to break the corporate deadlock, which directly results in conflicting verdicts in the judicial practices.Their controversy focuses on whether shareholdes shall be given rights to resort court to dissolve a corporate when it falls into deadlock. Though the New Company law of our country doesn't directly define the concept of"corporate deadlock",it sets up such an opinion than corporate deadlock solved by judicial dissolision.The author of this paper tries to put up ways of solving corporate deadlock by beginning with concretely analyzing the definiton,the cause of formation and the categories of corporate deadlock, and meanwhile referring to the demostic and foreign legislations and their development process. The author also affirms the core status of judicial dissolution through comparing various modes of breaking corporate deadlock. It is known that the procedural design of judicial dissolution in solving corporate deadlock at the present stage mainly includes determination of the litigants'status,modes of cause of action when resorting court to dissolving company, and special liquidation procedure and so on. We certainly recognized the importance of solving corporate deadlock through judicial dissolution,while we should also foresee dangerous behaviors such as abusing such system.Consequently,it is suggested that share right replacement system must be established as prepositive procedure in order to strictly limited the judicial dissolution system.The New Company law has come into effect,we hope the study on judicial dissolution system in solving corporate deadlock may be helpful in the judical practices.