Study On The Litigation Of Judicial Dissolution Of Corporation

The litigation of judicial dissolution of corporation is a system under which a court can grant involuntary dissolution to a company under the requirement of the interested party or specified state organs if certain conditions are satisfied. The shareholders'rights to request dissolution have been firstly confirmed in the section 183 of the new Company Act. With the growing number of lawsuits in which shareholders petition the court to terminate the corporation by dissolution due to corporate deadlock or severely shareholder oppression, how to interpret and apply provisions of the Companies Act to deal with the disputes among shareholders on dissolution matters has become one of the difficulties in the civil and commercial trial practice. In this context, to research the basic concept of the lawsuit of judicial dissolution and its existed problems in our judicial proceedings, will undoubtedly be of great practical significance to improve and promote the best features of this system.Investigating the origin of the corporate judicial dissolution system, we can see that this relief system stems from the protection of the interests of minority shareholders and the suppression to the abusing actions of the major shareholders. Along with the United States and British countries developed relief measures that alternative to the dissolution of the corporation, the suit of judicial dissolution has experienced from permission to be carefully applied. In this process, the idea of the balance between judicial intervention and company autonomy and the shareholders'reasonable expectations theory has provided mandatory criteria for the court on whether to grant dissolution, both theories should be used for reference as the guided concept when constructing the judicial dissolution procedure in our country. The establishment of judicial dissolution system in the New Company Law is a legislative progress, but the indistinction of relevant laws have often caused lots of difficult and sensitive disputes in practice, which become new focus points and difficulties. For example, the legal reasons of judicial dissolution in the statutory provisions are too narrow and general; the design of the procedures is too inattentive and the liquidation proceeding after the dissolution also has its defects. For the details of the process, the jurisdiction of the judicial dissolution should be of the court in the company residence and the litigation position of shareholders and the company should be made clear, on which the author claims that they can be codefendant; About the legal reason of the judicial dissolution, the author believes that a detailed statutory interpretation is needed, in which the legal reason should take the character of personal joint and the character of capitals joint into account as unified elements, on the basis of which the company deadlock and shareholders suppression should be both covered to better the protection of rights and interests of shareholders. As to the trial hearing and the judgment, the author believes that mediation should be clearly defined as the necessary procedure at first, and in view of the dissolution will have a significant impact on shareholders, creditors and social interests of all parties, our legislation should adopt alternative relief measures, in judicial dissolution cases, the court should consider whether there are alternative measures existed to avoid the dissolution of the company. Besides, to make detailed regulations to the liquidation proceedings is also the value requirement of economic efficiency and social stability in the long run. Only in this way can give the judicial system into full play to achieve its legislation values, including the protection of minority shareholders'interests and improvement of corporate governance.