Corporate Deadlock Relief System Research

The formation and continuation of corporate deadlock will definitely harm the interests of the shareholders and corporation itself, which will also destroy the trust between the shareholders and finally do harm to the order of the social market. This article starts its analysis on a new case arising after the amendment of Company Law, by the approach of case analysis and comparative analysis, putting focus on the formation requirements of the corporate deadlock and the remedy of corporate deadlock in judicial practice, hoping to attract people's more attention on the problem of how to perfect the related parts in the Company Law. This article mainly contains three parts, which are foreword, main body and concluding remarks. The main body of the article consists of five parts and the detail contents are as follows:Part 1 is the introduction of the case. On the basis of analyzing the cause and details of the case in new type, the author points out the disputed focus of the case. And in the following parts, the author analyzes four problems referred to the case in order.Part 2 is the analysis on whether this case is belonging to problem of corporate deadlock. First of all, this thesis describes the formation requirements of corporate deadlock from the point of theoretical view. Then, on the basis of the above conclusion, the author provides her own standpoint that this case is not belonging to the state of corporate deadlock. Finally, the author analyzes a related court determine. To judge whether a corporate is lost in deadlock, there are two requirements needing to be considered, which is whether occurred management difficulties in this corporation and the problem cannot be solved by any other means.Part 3 attracts its attention on the issue of litigant in the corporate deadlock suit. The litigant relationship is usually very complicated in the corporate litigation. The disputes on this issue exist both in the circle of theory and the juridical practice. This part puts its focus on how to determine the legal defendant from the view of lawful theory, on the base of which, the author summarizes the limits of the regulation related with corporation deadlock in the present Company Law.Part 4 provides the important relief principle of corporate deadlock, which is also called principle of exhausting inner relief. In this part, the author analyzes the legislations about corporate deadlock relief in other countries like America, Germany, Japan and Korean, comparing with which, the author offers some other means to solve the problem of corporate of deadlock under the related regulation in the Company Law of China. The author holds that it is not appropriate for the court to determine Huida Company to dissolve under the 183th regulation of Company Law, for judicial dissolving means this company will be totally out of existence. Therefore, the judge should confirm that there is no other means to relief corporate deadlock before he determines to dissolve the company, which is beneficial for keeping the trust in the company between the shareholders and stability of the whole market economy.Part 5 mainly analyzes the issue of the present compulsive judicial dissolve procedure. The author answers how to choose court in the first instance, how to take the suit fees and how to apply law in the judicial practice, in the basis of which the author provides some suggestion to prove the company legislation.