On The Corporation Deadlock And Legal Relief

Corporation deadlock usually happens during the operating of corporation. The occurrence of corporation deadlock making the normal operation of the corporation at a standstill situation, unable to timely and effective decision-making, shareholders interests are damaging, constant drain on a company's property and the loss of, the multi-stakeholder interests is affected. As the most important market economy activity, corporation plays a significant role on promoting the socio-economic development, In China, the new " Corporation Law" about set up conditions greatly reduce the company's system to promote the development of enterprises. With the corporation's development and prosperity,the corporation deadlock is more and more appearing at the corporation running course of our country, corporation deadlock problem has become the focus of attention of society. It's not a long time before china's scholars studying the corporation deadlock, there is no systematic theoretical system, there is no specific concept of corporate deadlock in the " Corporation Law", Because there is no legal basis, making a lot of courts did not want to act on the proceeding at corporation suit, resulting in the corporation deadlock problem can not be resolved in long-term , result to the corporation unable to extricate itself from the plight circumstances in the corporation deadlock. In view of this, in January 1, 2006, the official purposes of the current " Corporation Law" reflects the corporation's concern about the corporation deadlock problem, which make the corresponding provisions of judicial dissolution of the company, Providing a exit mechanism for shareholders . However, the relief measures is single, procedural mechanisms are imperfect, lack of interoperability, the administration of justice brought about by a lot of practical problems, result to corporation deadlock is still a difficult problem in practice. In this paper, it's an opportunity to the new " Corporation Law" implementation , corporation deadlock and legal relief as the research object, based on relevant" Corporation Law" theory, in the existing legal framework, I want to put forward legal remedy measures to deal with the corporation deadlock which suitable to the actual situation in our country . The full article is divided into five sections:The first part describes the overview of the corporation deadlock. This part of the contents mainly explores some basic questions of corporation deadlock. Including the concept of corporation deadlock, characteristics, types, causes, hazards. The corporation deadlock is meaning in the corporation 's internal governance process, all decision-making and management mechanisms are paralyzed in the corporation, the shareholders or the board of Directors can not be effectively convened because of the other's refusal to take part in, the any proposal of the other party was not accepted or recognized, or even be able to hold a meeting, it's unable to pass any resolution because members of the parties holding different views. According to different standards, corporation deadlock can be divided into: corporation deadlock of Shareholders and corporation deadlock of the board of directors, equal right to vote and veto power, corporation deadlock of purely commercial differences of opinion and corporation deadlock of personal cause deterioration, these categories have important reference value in legislation and judicial practice. corporation deadlock will have a lot of negative effects on shareholders, creditors, corporation employees and the community. The formation of corporation deadlock have the legal dimension and the human aspect of the two factors, on the surface, because of the shareholders and directors is lost of people together, both sides are sharp differences and confrontation, but deep-seated reason is the inherent structure of closed corporations and the institutional arrangements of the" Corporation Law". it is very difficult through their own efforts to break corporation deadlock, it would be best for parties to prevent beforehand at the corporation 's charter or contract. However, people often looks forward to a promising future and have no time to take them into account at the beginning of setting up the corporation, the most of the shareholders do not know much about the corporation law, they are confused before corporation deadlock. Therefore it's need theoretical and practical sector to work together to explore ways to solve the corporation deadlock.The second part describes the theoretical foundation of resolving the corporation deadlock. corporation deadlock will have a lot of negative effects on shareholders, creditors, corporation employees and the community. So it's imminent to break the corporation deadlock. but the actions need the theories to support which seeking the legitimacy of action, Corporation law scholars have found and built a series of theories, such as contract theory, looking forward to the interests of frustration theory, relief prior to the rights of the theory and corporate social responsibility theory. These four theories expound the necessity and feasibility on the breaking the corporation deadlock from different angles. It provides a strong legal basis on breaking the corporation deadlock for the legislative and judicial, it has important guiding significance on breaking the corporation deadlock in our country.The third part: The comparison of foreign legislation on legal remedy of corporation deadlock. based on value analysis and comparative analysis, conducting in-depth analysis and comparison judicial dissolution of the system in the mainly on the country of the Two Legal, the relief on theory and practice of corporation deadlock in foreign country provides a broad perspective for our country in resolving the deadlock problem. This is what we can learn from them.The fourth part describes institutional arrangements for resolving the corporation deadlock. Through exposition and analysis on the basic issues of corporation deadlock, rely on the theoretical foundation of resolving the deadlock., I put forward some ways to solve the corporation deadlock combining with the actual situation in our country and corporate law practice, it can be divided into prevention and settlement after deadlock, including mediation, arbitration, compulsory separation, shares transfer and judicial dissolution.The fifth part: The judicial relief of legislative provisions on the corporation deadlock and its'perfect. The current "Company Law" adopted a general style of the legislative model in our country, article 183 stipulates that "if the operation and management of the corporation is serious difficulties, the interests of shareholders would suffer a significant loss if the corporation deadlock is continuing existence, can not be resolved through other channels, people who holding of all shareholders more than 10% shareholders have the right to request the people's court to dismiss of the corporation. Although the legal provisions fill the long gap of the Legislative Council, providing a legal basis to break the corporation deadlock. However, that article was too easy, lacking of operable, needing to further improve and perfect. In this part first analyses the basic principles of relief on corporation deadlock in our country,it includes the principle of the largest corporate maintain, The purpose of the legitimate principles of shareholder litigation and the principle of exhaustion of other remedies. Then points out that the applicable conditions of article 183 of Corporation Law. Finally, I put forward suggestion about perfecting the legal relief on corporation deadlock in our country.In this paper, in order to introduce the basic theory on corporation deadlock, it comprehensively expounds the opinions, position of Chinese and foreign scholars on the question. On this basis, I put forward my own simple insights. Combining with the actual situation in our country, it Explores resolution mechanisms on corporate deadlock which is more comprehensive, rational and efficient. I hope that it can provide some reference value in improving our corporation law and dealing with the corporation deadlock problem in judicial practice.