Research On Corporate Deadlock And Break The Deadlock

This article focuses on the deadlock question in the close corporation. The deadlock results in the unique conflict between the designing of corporate governance based on the majority-capital-devide principle and the enclosure characteristic of the close corporation. It is reflected by those phenomena: one party of shareholders or directors who own equity right or power with the others can't compromise, then the meetings of shareholders or directors can't be held because of the absence of the other party, so any resolution can't be made, finally the governance of corporate is paralyzed, the assets of the company lose, the business of the company is destroyed, the legal right and benefit is deeply hurt. Nowadays there are plenty of researching results and related experience as to the deadlock in other countries. But we still do not get start to research, and our legal experience is far behind those of the developed countries. In order to solve this problem, the Corporation Law which was put in force on January the1st in 2006 paid attention to corporate deadlock and provided some new articles about the judicial dissolution of a 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, based 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.