The Deadlock Of The Company And The Legal Relief

This paper focuses on the issue of the corporation deadlock. The appearance of corporation deadlock makes the normal operational state of the corporation at a standstill and risks the shareholders' interests and their investments greatly. In recent years, with the development of market economy in China, more and more deadlocks have emerged, corporation deadlock becomes a social problem. In order to solve this problem, the Corporation Law which was put in force on January the 1st in 2006 paid attention to corporation deadlock and provided some new articles about the judicial dissolution of corporation in deadlock and the withdrawal mechanism of the shareholders in such circumstances. However, that is not enough to deal with all the trouble arising out of the deadlock. This paper takes the new amendments of Corporation Law into consideration and the solution of corporation deadlock as its studying subject. Also, combining the legal practice in common law system and civil law system and in accordance with the relevant theories of corporation law, this paper puts out the solutions to this problem suitable to the conditions in our country within the frame of the current law system. This paper is divided into four parts.PartⅠ: A general introduction of the corporation deadlock. In this part, some basic legal issues of corporation deadlock are discussed. First introduces the definition of the corporation deadlock and second summarizes its characteristics, then its different forms are introduced.PartⅡ: The causes lead to corporation deadlock and the harm of corporation deadlock. This part first analyses the causes that lead to corporation, then points out that the emergence and continuing of the corporation deadlock will do harm to the interests of the corporation, the interests of shareholders and even the interests of the whole community will be damaged basic on above analysis, thus enabling us to understand the corporation deadlock more profound. PartⅢ: The theory and practice about the legal relief to the corporation deadlock in foreign countries. This part first introduces the basic theory about the legal relief to the corporation deadlock overseas, including the theory of articles of corporation, the contract theory of corporation, the theory of fails of anticipation benefit and the theory of corporate social responsibility. And then, based on the discussion of above, this part introduces and appraises the remedies to corporation deadlock in foreign countries, including the agreements in articles of corporation, involuntary dissolving the corporation, and other alternative judicial remedies, such as receivership, appointing provisional directors, mandatory buyout, expulsion and withdrawal etc. Our country can profit from the foreign countries' theory and practice in dealing with the corporation deadlock.PartⅣ: how to deal with the corporation deadlock in our country. Based on the analysis of the third part, this part first discusses the present situation of the corporation deadlock in our country. Then it views the effect of the new Corporation Law for bringing in corporation deadlock and the application of article 183 of new Corporation Law. Finally, this paper brings forward the conception in perfecting the corporation deadlock legal relief system in our countries.