Research On The Relief Path Of The Company Deadlock

Company deadlock is a fact that during the company survival, the equally matched shareholders or directors have differences in management decision or services executive, further, the contradictions go worse and worse, finally, it leads to the operating mechanism of the company paralyzed. Because of the deadlock the company can not normally operate, even lose their business reputation, at the same time the capital of company lost day by day, etc. This series of adverse consequences make serious influences on company, shareholders and related persons. When deadlock happened, company lose their function as the most important part in our market economy, they can not promote the market economy develop in a smooth and fast environment, but play a wrong role in the contrary. However, we belong to the civil law system, we have no relevant provisions about this problem, when the deadlock happened, it always lead to the situation that the shareholders have no way to go, and the judiciary can not remedy. It is visible that company deadlock is an emergency problem of our company trial. So, how to break the deadlock and ensure its function is an important and arduous task for our market economy's prosperity.With the Corporation Law amended in 2005, and the related judicial interpretation promulgated, the relief path of the company deadlock in our country has been developed. It marks the problem of company deadlock is statutory. They open the door to the shareholders who need help, alleviated the adverse consequences of the impasse to some extent, at the same time, it also breaks the embarrassment situation. Also make up for gaps in China's company law legislation. That is worth to certainty. Yet, we compared to the advanced legislation and mature practice experience abroad, we still at the begging. Because after the legislation we found many problems can not be ignored in practice. So, how to learn from west countries is the primary problem.This text starts from the basic theory of company deadlock. With the method of comparative analysis, I study on the fundamental theory and the relief path of the company deadlock in American, analyzed that we still have many deficiencies. So, we should perfect the legal system through two aspects: for one part, we must strengthen the construction of the theory, that is to say, we should perfect the legal system; for another, we also have to rich the relief of the path, that is to say, do our best to construct the relief of the path in different angles, try to build a complete and feasible mechanism.This article is divided into four parts.Part one, the explanation for the fundamental theory of the company deadlock. This chapter mainly instructs the basic theory of the company deadlock, including the determination of the definition, cause analysis, classification and harmful consequences. I start with the definition made by the scholars abroad, combined with the understanding domestic, and then I make a definition by myself,"Company deadlock is a fact that during the company survival, the equally matched shareholders or directors have differences in management decision or services executive, further, the contradictions go worse and worse, finally, it leads to the operating mechanism of the company paralyzed."There are so many reasons can lead to the company deadlock. I try to analysis from subjective and objective, in general, it can be summarized as the confliction on company's management structure, the shortage in the prior legal system and the deficiency in the pre-defense for the company deadlock. After that, I make a division for the future remedy. It can be divided into three types, the deadlock due to differences of opinion and the deadlock due to disputes, the deadlock in board of directors and the deadlock in shareholders, also, the deadlock caused by different ideas for business and the deadlock caused by the deterioration of shareholder relations. Finally, I list same kinds of damage the company deadlock may bring, in order to serve as a warning.Part two, the analysis of the relief path of the company deadlock in American. In this part, I study on American which is perfect in the company deadlock research. Firstly, I study on their basic theory, pay more attention to these theories: the expected benefits losing, the company contract, and the fiduciary duties between shareholders, And so on. Further more, I study on their specific system under those theories, such as the involuntary dissolution, the mandatory share exchange, the designated supervisor, and the interim director. Through these I want to find out the relief path suit to us, and help us with our mechanism construction.Part three, the analysis of our relief path of the company deadlock. This part, I start from the evolution of the relief path of the company deadlock in china, in order to show us a procedure that our relief from absence to existence. First of all, it is sure that the latest amended Corporation Law marks our relief of company deadlock goes to statutory and institutionalized. However, apart from this, with the analysis of the basis theory I propose the existing shortages from both the theory and the practice. In the theory part, the relief path is too single and not effective to operate. While, in the practice part, it lacks of prior prevent mechanism. So, there is no doubt that those shortages may block our forward development. That is why we must pay more attention to this task.Part four, to perfect our relief path of the company deadlock. Everything from the reality, aimed at the one damaged by the company deadlock, I first proposed the significance to improve the relief path of the company deadlock, in order to enhance the value of the work. Secondly, I summarized the basic principles of the company deadlock to guide the trajectory of the work in accordance with the successful completion of due. Finally, based on the summary in theory, I thought we should from the standpoint of the both theory and practice to improve our relief path. Firstly, through pointed out that the problems in the existing legislation, we should to prefect our legislative framework. Secondly, through to make up gaps in practice, we can build a wide range of the relief path. In a word, from the two-pronged approach to build a scientific and diversified, workable path just around the corner.The whole text based on the basic theory of the company deadlock, through the analysis of American which is more complete in the study of the company deadlock theory, try to find out the suitable relief path for us. At the same time, I make a review of the existing legislation in china, and then propose the relevant suggestions and comments in order to benefit our relief path of the company deadlock.