On The Company 's Deadlock And Its Relief System

The company is one of the most active in the body of our country market economy environment, known as "the darling of the market image". In today’s society, the company deadlock phenomenon is relatively common. The so-called corporate deadlock, is difficult to reconcile the conflicts and contradictions between the company shareholders, the board of directors and other senior management personnel, the mechanism leading to decision the company long-term failure, stagnation is not in operation. Company deadlock confrontational, the company operating the arrhythmia, complexity and persistent, non characteristic of illegal and non breach of. For the convenience of the study, the company deadlock can do shareholders and the board of directors may lead to deadlock deadlock, stalemate with voting rights equal veto deadlock, deadlock commercial differences of opinion and personal factors of deadlock three classification according to different standards. The company come to a deadlock after the influence is extremely bad, to the company, to the company members as well as to the whole society, may to the state will cause varying degrees of impact. While the existing means of judicial remedies for corporate deadlock pathways exist a variety of problems. The judicial relief way is far from enough means. The legal norms of our existing multitude of interpretation, only article 182rd of company law and company law (two) made provisions related to the corporate deadlock relief way, and only a petition for the dissolution of the company. The phenomenon of deadlock integrated companies generally lack, harm and the existing relief system. Through the analysis China deficiency existing relief system, introduce more representative countries, such as Japan, Germany, America corporation deadlock relief system, the integration of existing and corporate deadlock relief system related theory, combined with China’s specific national conditions, this paper presents the system perfection of corporate deadlock relief system the suggestion.First of all remedies for corporate deadlock, must follow three principles, are self relief priority principle, the existence of the company, to maintain the principle of comprehensive judgment and prudence principle to judge. Secondly, in view of the judicial lawsuit to dissolve the company directly through slightly biased, proposes three alternative measures, one is forced to buy shares system, some shareholders by selling shares to withdraw from the company, it is equivalent to the impasse party give up continue to stalemate, and end the company deadlock state. The second is to appoint regulators or interim receiver system. Generally refers to come to a deadlock in the company, not the normal operation, the daily operation of stagnation, the court may appoint a supervisor or interim receiver temporarily care company, and assist the company internal personnel to end the standoff, reach a consensus, the company back on track. Third is a mandatory separation system, this system has the advantages of:first a lot with the dissolution of the company has the same lawsuit, thoroughly break the deadlock, violent confrontation shareholders are divided into two companies, have no chance of regeneration of entanglement. Second companies operating entity still exists, but also enable the market to another entity. The members of the company have lost their jobs, the government also has a taxpayer. Third is the division of a company without liquidation, low cost, and the companies after separation shall respond to the creditor shall bear joint and several liability. Don’t cause and debt related chain reaction, is conducive to the stability of the society. Finally in the self-help and alternative measures are not effective to solve company deadlock situation, only the application procedure for dissolution of the company system. At this point should be stressed the company deadlock cognizance standard, determine the subject of litigation and pre program settings.