A Study On Non - Litigation Procedure Of Disputes Over Shareholders' General Meeting

The cases in which the right conflicts for convening general meeting have emerged in many countries, for example, in Japan early, different shareholders convened shareholder’s meeting with different purposes, and made a different and even opposite the shareholders’ meeting resolution. Also in China’s judicial practice, disputes arising from convening shareholders’meeting between shareholders and the Board appeared, causing double shareholders’meeting and exactly different resolutions. For example, the lawsuit for effectiveness of the extraordinary General Meeting resolutions which occurred ST Hongzhi hi-tech Co., Ltd. in2004. The participants are always in the game,in the governance process and they hope that by manipulating the General Meetings to maximize themselves’benefits, which encourages shareholders’meeting convened rights conflicts. The new amendments to company law made this kind conflicts seem legal. In current judicial practice, we mainly resolve the disputes through proceedings, which is a post-settlement mechanism, but the settlement for this disputes should be prompt.The paper is tried to compare the proceedings and non-litigation proceedings, from the characteristics of the shareholders’meeting convened to disputes over the right to demonstrate the necessity for establish non-litigation procedure for solve disputes arising from shareholders convening General Meeting in our country.and by reference to the foreign legislation, try to build China’s non-litigation procedure for solving the disputes arising from convening General Meeting.The main body of this paper have four parts:First part:general introduction to settlement mechanism disputes arising from rights on convening general meeting, and i compare two different settlements:current way to solve this problem litigation settlement mechanism, the other is non-litigation procedure which is this article is trying to build; second part, the author attempts by analyzing the defects in present settlement for disputes arising from rights on convening General Meeting, to demonstrate the significance and necessity of the establishment of non-litigation procedures for solving disputes arising from rights on convening General Meeting;the third part i study on the civil law and common law about this question, and use for reference for build our own procedures, but also fully shows that it is a general trend for China to establish non-litigation procedure to solve this problem; the fourth part, the author mainly from the mechanism envisaged and specific rules designed to build shareholders’ meeting convened by disputes over the right to non-litigation procedure.