On The Relief Of Corporation Deadlock

From the perspective of market oriented economy, corporation are overwhelming in the modem society, and they play an important role in the market oriented economy as the progress of our nation's construction of market oriented economy speeding up. It's obvious that some kinds of closely held corporations, such as limited liability corporations, meet the requirement of the market oriented economy and the development demands of some middle scale or small scale companies. However, because of the closed traits, and the related legal and capital system, the decision malting model of corporations, and the way to protect the right of minority shareholders, closely held emerge many disadvantages in the course of operation. The corporate deadlock is a typical problem among the disadvantages. End then elaborated a company respectively from the angle of legal theory foundation and reality the corporate deadlock of necessity and rationality.In practice, the corporate deadlock is not rare, but because lack of the related legislation and the conservative judicial attitude, many courts have no idea how to redress the shareholders in the corporations which trapped into deadlock. In order to solve this problem, the Corporation Law which was put in force on January the 1st in 2006 paid attention to corporate deadlock and provided some new articles about the judicial dissolution of corporation in deadlock and the withdrawal mechanism of the shareholders in such circumstances. However, that is not enough to deal with all the trouble arising out of the deadlock. This paper, basing on the analyzing the reason why deadlock emerges and the fundamental theories of judicial redress, is aiming at establishing plural system to redress the interest-related parties in the deadlock so as to perfect the related provisions in the corporation Law in our country. This paper discusses this problem from three parts: Part I: The causes lead to corporate deadlock and the harm of corporate deadlock. The emergence of the deadlock has its substantial and systematic origins. The closed traits, the limit of the three Capital Principles, the embarrassment of the decision-malting model,and so on, bring many particular problems to the closely held operation. 'The deadlock is a typical problem of all the problems in closely held corporate. And then, this part continues to point out the harm arising out of the deadlock to the corporations, the share-holders, and the whole society, so it's necessary to prevent the deadlock and redress the victim.Part II: Deal with the deadlock-foreign countries' theory and practice. this part introduces and appraises the plural redress in foreign countries. Introduced a company to dismiss a succors first, it of the real lawmaking value lie in being a company the shareholder happen in inner part of the dispute of, being adopt other processing meanness can't quell antinomy, give a handful of shareholder a claim judicial organ to get involved with terminate investment contract, dismiss a business enterprise, recover everyone's right, end make according to common investment produce of the social conflict can solve of can choose of a kind of succors way. But dismiss a company to cause death to the breakage company with permanent company, this disobeyed" business enterprise maintenance" principle. For this reason, act for succors emerged with the tide of the times in lawmaking and fulfillment abroad. Our country can profit from the foreign countries' theory and practice in dealing with the corporate deadlock.Part III: The corporate deadlock issues of the corporation practice in our country and propose of resolving it. The first part of my analysis is that legislative and judicial resources insufficient to resolve the issue of deadlock in the corporation, Not only is an only old laws doesn't have explicit provision to the company's logjam, and in the emendation the empress of the our country the company law also exist so or so of problem, new Corporation Law summary old Corporation Law the enforcement appears in the process of the research result of problem and theories field, break old Corporation Law corporate deadlock processing of lawmaking blank, rule such as shareholder abuse the indemnification responsibility of right, compulsive the ownership of a share purchase, shareholder indirectly with direct litigation mechanism until the shareholder claim is judicial to dismiss a company etc. in many ways reply the company mechanism of logjam, affirmed judicatory to get involved to resolve the company realm of problem, is the company law continuously perfect performance, doubtless is our country the company law lawmaking be an unprecedented undertaking on the history. But we think, New Corporation Law of the breakthrough be too careful, shortage with resolve judicatory to practice medium numerous and complicated and complicated problem, and lack concrete maneuverability norm, give lately Corporation Law of the valid enforcement bring just some little negative influence. in the face of the reality of the plight, the author bring forward the proposition of improving judicial relief system on the issue of corporate deadlock.Finally, this paper come to a conclusion that in China, a plural system, which include the third party's stepping in, compulsory stock-buying, and the withdrawal mechanism, and the judicial dissolution, is possible to deal with the deadlock, and is a better choice comparing with a solo measure.