China Shareholder Resolution Defect Litigation Relief Study

General meeting of shareholders plays a very important role in the running process of corporation system. So the law of corporation includes a series of rules and regulations in the aspects of openning the general meeting of shareholders and forming the decisions of corporations etc, which will help forming the decisions of corporations fairly and iustly. But in practice, there always extist some blemishes in the operation of general meeting of shareholders. To some extent, those blemishes damage the interests of shareholders or that of the third party. As a compensation system for the blemishes of general meeting of shareholders, Cmpany Blemish Relief System has been widely adopted by many countries in the world. It aims to guarantee the validity and rationality of the decisions made by the general meeting of shareholders so as to protect the benefit of corporations or that of shareholders. It is a necessity to establish Cmpany Blemish Relief System in the decision making of general meeting of shareholders to make sure the regular running of corporations under the environment of market economyOur country the "Company Law "also made specific provisions to the general flaw resolution, which provided the identified criteria to recognize the flaw resolution and detennine the legal consequences. However, our country the"Company Law"only established an overall framework of shareholder resolutions of the General Assembly with a flaw of the relief system, and are still inadequate when compared with the related systems of other countries and regions around the world. As a system design on company law,the flaw resolution relief system of shareholder assembly has been fully developed, and legislation has different characteristics in different countries and regions.This essay has made a comparative study of legislation system of major countries and regions of the civil law, which provides a useful insight for our country's improvement in this system.This article is divided into three parts:Part one presents an overview of the resolution flaws of General Meeting Shareholders, as well as the general theory of the system of litigious aid. It generlly| introduces the definition of resolution of General Meeting of Shareholders and definition and category of resolution flaws of General Meeting of Shareholders, the right and efficiency of the system of litigious aid of resolution flaw, mainly discussed the efficiency of the system of litigious aid of resolution flaw.Secondly, different from the present legislation of the resolution flaws of General Meeting of Shareholders in the"Company Law"of our country, the system of litigious aid of resolution flaw is divided into three categories:invalid action, reversible complain and inexistent appeal. Through the general discussion of the three kinds of litigations, it describes some vague problems existing in the judicial practice.From the third part, it introduces the legislative model of the system of litigious aid of resolution flaws of General Meeting of Shareholders, and analyses the features of all kinds of the legislative models, and affords affirmation to the model of the third legislation. Finally,in the conclusion of the three legislative models and combining with the present condition of our country, it puts forward a suggestion on the shortcomings of the system of litigious aid of resolution flaw of our country.