A Study On The Litigation Relief System Of The Defective Shareholders' Meeting

Not to set up the defect of shareholder meeting by a resolution of the shareholders’meeting the company’s authority to make, it is not only constrained to vote in favor of the votes of shareholders, is also constrained did not vote in favor of other shareholders, and the board of directors, the company management personnel are binding. Therefore, the shareholder resolution will be made in the content and program is legitimate and justified, regardless of content, or program, will constitute a shareholder meeting resolution flaw; the defective shareholder resolutions of the legal consequences, the author believes that the three points method (i.e. the legal consequences for the resolution, the resolution can withdraw the pin and the resolution is invalid) more logical and more conducive to solve practical problems. The defective shareholder Resolution remedies can be divided for non litigation relief and litigation, litigation should include the resolution invalid lawsuit, to revoke the resolution of complaints and decided not to set up action. Among them, involved in the resolution of procedural flaws is to revoke the resolution of complaints and decided not to set up a complaint.Mean presided over the flaws and reason of revocation of the resolution before filing suit should include procedures for the convening of the flaws and voting procedures of the flaws, convening procedure defects can be subdivided into convening right flaw of convening notice flaws, voting procedures can be subdivided into non hosted in the shareholders meeting shall not have voting rights of shareholders to participate in voting, the voting weights calculation error and individual shareholders of flaw; to revoke the resolution action the plaintiff should be for the company shareholders, including did not attend the shareholders’meeting of shareholders to attend the shareholders’ meeting, but did not put forward objection shareholders. As in the resolution is made after obtaining the qualification of shareholders are entitled to the right of revocation is dependent on the transfer of equity shareholders are entitled to withdraw Visual form; cancellation right to cancel the resolution of action of the defendant should be for the company, when the company outside the third due to revoke the resolution may result in damage to the interests of, can be used as litigation, the third party to participate in the litigation, to decide to withdraw the appeal of the nature of the action of the prosecution during nature belongs to the scheduled period, can not stop, interrupt and extended; in the resolution to withdraw the lawsuit, should be considered the plaintiff when the decision is to the world potency and retroactive effect. The resolution does not hold the reasons can be divided into two categories:Fiction shareholders will be held or forged shareholder meeting resolution and shareholders will, although the actual meeting but the procedural defects have serious enough to the shareholders meeting resolution resolution is not established. And performance for voting procedures by the voting weight is less than the required number of, although with the resolution of the cause for cancellation similar, but the severity of is even more; and to revoke the resolution action the plaintiff range of different, whenever a subject of interest of litigation can be decided not to set up the litigation plaintiff, and the range and the resolution of the defendant and the third person to withdraw the same actions. In the suit of the plaintiff when the judgment has the effectiveness and to revoke the resolution is similar; resolution does not hold the action property belongs to the action of confirmation, during the prosecution should be the application of civil law, the limitation of action.The surge in the calculation of the resolution not to establish a statistical analysis of the 225 a civil judgment can be seen, our country judicial practice still exist such problems:first, because there is a lack of resolution action system, the more procedural shortcomings eventually lead to the resolution invalid legal consequences, is not legitimate, but also does not conform to the provisions of the law; secondly, case litigation subject is not standard phenomenon, and the judgment of appeal interest rate is not high, in particular during the prosecution of the controversial, these procedures have yet to be further clear and norms; finally, the number of cases and the company shareholders abuse complaints phenomenon closely Relationship, nearly half of the losing rate also reminded us that we deal with the abuse of litigation to prevent system actively construct and perfect. Therefore, the author of our existing shareholders of the flaws will resolution lawsuit system as the following suggestions:establish a resolution not to establish the lawsuit system, further clarify the resolutions of the rescission action the plaintiff, thinning defect resolution procedure during the prosecution of, clear the jurisdiction of the litigation of defective resolution, improve the system against the abuse of the defective resolution.