Empirical Study On Corporate Deadlock

Corporate deadlock has been a rather prickly problem in the area of company law, especially in the Limited Liability Company and unlisted company limited by shares. As a main source of disputes concerning corporation, this issue has attracted more attention from many scholars, and it has gradually become a heated debate in legal field. The Company Law of China has initiatively proscribed some remedies for corporate deadlock in 2005 and 2008, but such provisions are not sufficient to tackle the complex disputes. Through examination of existing remedies and cases in corporate deadlock home and abroad, I attempt to put forward my suggestions on this issue.Except its introduction and conclusion, this paper consists of the following four parts:Part one briefly introduces the fundamental contents of corporate deadlock, like conception and essential of corporate deadlock, and initially pointed out China's current problems in theoretical research on this issue.Part two analysis China's current situation of court's intervention of corporation deadlock. Combine the cases of judicial dissolution in reality, though discussing the legislation and judicial responses, pointing out problems, like that the court ruling is uneven, as well as the right to interfere in the way the deadlock is not accurate enough to grasp.Part three is mainly about foreign law. From the two aspects of the legislative and judicial practice, through observation and comparison analysis of (mainly) Anglo-American law system, as well as civil law countries and regions, to bring our inspiration in tackling this problem, and summarized out two kinds of solutions, autonomy and heteronomy.Part four mainly details some alternative measures to supply remedies for corporate deadlock. First of all, the company autonomy is our priority; Secondly, when these tools can not solve the dispute case, the court should intervene in the deadlock and to determine a reasonable standard of the dissolution. In addition, our country can put forward the introduction of Anglo-American law, like the mandatory stock exchange system and the mandatory separation system.In short, for cases of judicial dissolution, the judge should be fair and also taking into account the efficiency. Draw the principles and essence of contract law, through appropriate interpretation and discretion, combined the specific facts of the case, to balance of interests between the parties.