On The Judicial Determination Of The Nullity Of Resolutions Of Shareholders' General Meeting

The thesis is on the judicial determination of the nullity of resolutions of shareholders'general meeting.As a subject of private law, company runs on the base of corporate autonomy. And the shareholders'general meeting is the highest power organ in a company, which is an important platform for shareholders exercising their share rights. the shareholder' general meeting is the highest organ of will in a company,which is an important platform for shareholders exercising stockholder's right. it has important significance to maintain the legality and justice in company operations,whether the solution of shareholders' general meeting truly reflects the real meaning of the shareholders. There are defects of resolutions of shareholders'general meeting, when the procedure or the contest of the resolutions has problem which can affect the resolution's validity. How to regulate the defects of resolutions of shareholders'general meeting and protect the interests of shareholders has become an important issue in corporate governance.which is amend in2005,provides the defects system of resolutions of shareholders'general meeting. but only builds the frame of the resolution defect system, and it needs further improving on the specific practice.As the determination of the nullity of resolutions of shareholders'general meeting is the most thorough Negative Evaluation to the resolutions of shareholders'general meeting, the specific reasons of the determination of the nullity of resolutions of shareholders'general meeting and legal applications for corporate governance all have significance that can not be ignored. The rules about the nullity of resolutions of shareholders'general meeting in is too broad and is unfavorable to the subjective initiative into full play. there is no specific legal provisions on judicial practice of the determination of the nullity of resolutions of shareholders'general meeting. however the system structural of the judicial determination of the nullity of resolutions of shareholders'general meeting plays a vital role in the entire defects of resolutions of shareholders'general meeting. therefore,my essay mainly deal with the specific system of the litigation of the nullity of resolutions of shareholders'general meeting, in order to perfect the nullity system of resolutions of shareholders'general meeting.Part one is mainly on the justifiability of the judicial intervention in the shareholders'general meeting.This paper starts from the standard of the corporate autonomy, and make sure that corporate autonomy is the basis of the corporate operations. Because of the inherent limitation of corporate autonomy and the stronger social influence of company, we need to regulate the corporate autonomy with the judicial intervention in the company general affairs. The defect of resolutions of shareholders'general meeting as a kind of corporate dispute, also is a representation of the limitation of the corporate autonomy.Therefore, we should provide a smooth way of judicial remedy to assure the restoration of corporate autonomy and the relief of the legal rights of shareholders. Similarly, because autonomy is the nature of the corporation,the judicial intervention in the defects system of resolutions of shareholders'general meeting should be limited, which builds the principle basis for the specific design for the system of the nullity of resolution of shareholders' general meeting. Part two is mainly on the specific reasons of resolutions of shareholders'general meeting.Countries in the world have regulated the defects of resolutions of shareholders'general meeting and there have always been a "dichotomy" and the "Rule of Thirds" disputes in mold of the defects of resolutions of shareholders'general meeting .Article 22 of the corporation law makes that the contest of the resolution that breaks the law or administrative regulation and the resolution is void. Because different norms have different enforceability, we should simplify the cause of the nullity of resolutions of shareholders'general meeting, the resolution may be void only in the condition that the resolution violates the peremptory norm. And the court of justice judges the nature of the norm which is involved in the resolution. Based on the resolution and the resolution null and void does not exist and compared the resolution obtained can be revoked three are three different types of defects. Should be "the resolution does not exist" into China, which clearly should be excluded shareholder resolution null and void the resolution of the situation does not exist, the shareholders will be the subject of the resolution invalid simplification.There are only two kinds of defects of resolutions in corporation law, nullity and reversibility, and in practice the nonexistence of resolution is usually included in the system of nullity. This makes not only a paradox, but also confusion in juridical practice. So the nonexistence of resolution should be an independent defect.Many countries in the world would be contrary to law and void as the shareholders approve the resolution. But because the mandatory legal norms themselves have different, in violation of legal norms of the shareholder resolution should also distinguish between the effect. Shareholders will be the subject of the resolution should be simplistic invalid, only breaches of peremptory norms of resolution possible resolution is invalid, and for the shareholders of General Assembly resolutions concerning the "normative" nature should be carried out by the courts to judge according to the specific situation.Part two is mainly on the specific system design of the litigation of the nullity of resolution of shareholders' general meeting.Part three is mainly on the procedural structure of the nullity of resolutions of shareholders'general meeting.First of all, through the analysis of the nature of the procedural of the nullity of resolutions of shareholders'general meeting,we can obtained that the procedural of the nullity of resolutions of shareholders'general meeting should be indispensable joint action. At the same time this class action and representative action on the comparison, a clear representative action is a form of common action. provides the necessary common action is necessary in fact a classification of joint action - the inherent need for joint action. So it should be taken to the litigation does not meet China's "Civil Law" under the common action, but is congruous with the necessary common action similar nature, thus improving shareholder Hui in the resolution of litigation Nullity Suit similar need for a common reference O'clock Ke Yi Litigation theoretical knowledge and practical model.In this paper, the resolution of the shareholders of the complaint invalid main proceedings, rights of action and effect of judgments angles, our shareholders by improving the resolution of specific complaints invalid system configuration, try to improve shareholder resolution invalid v. reality application ability to achieve The legislative intent to protect the interests of shareholders.