On The Validity Of Sharehoders Resolution

Along with the development of market economy and securities market ofChina, joint-stock company is increasingly becoming the important subject ofthe market economic activities. Due to the separation between the right ofownership and the power of operation in a joint-stock company, shareholders'meeting has been the sole way to exercise the right of general shareholders ofthe company, especially to the minority shareholders. Voting rights play themost important role among the rights entitled to shareholders in the meeting,by which the shareholders form the resolution of shareholders meeting andthen rise to the company's intent. However, there was seldom intensiveresearch and study about the resolution regime, including the voting right ofjoint-stock company shareholders, in the academic and practice area in ourcountry. This article intends to discuss and study the legal validity ofshareholders resolution through the methods such as comparison, case studyand hermeneutics, hoping to give a comprehensive explanation to theeffectiveness of shareholders resolution within the present legal frameworkand the judicial system of our country.This article is divided into six chapters for research the effectiveness ofresolution of shareholders' meeting. The Introduction basically is to putforward questions in the subject, which will be analyzed and resolved inbelow chapters, mainly including the nature of the resolution of shareholders'meeting, and the conditions precedent of its validity.The first chapter, "the nature of resolution of shareholders' meeting", mainly interprets and illustrates the important legal concepts involved in thisarticle. Shareholders' Meeting, composed of all the shareholders in joint-stockcompany, is the organ of expression of intent for all shareholders and also isthe supreme power organ in the company.Resolution of shareholders' meetingrefers to the resolution, passed in accordance with statutory procedure, to theitems submitted to the meeting to discuss and examine, of which was theprocess to form and express the intent of the company as a legal person itself.Resolution of shareholders' meeting has some special legal characteristics, forinstance, it is binding not only to the shareholders who vote for it but also tothe shareholder did not vote against it; and it relys on the legal procedures toa large extent. Therefore it shall be more reasonable to distinguishappropriately the effectiveness of individual declaration of intention and theresolution of shareholders' meeting, and to apply to different lawsrespectively to these two kinds of intents to protect the individual meaningexpression and the stability of the resolution.According to the conditions precedent of establishment and effectivenessof general legal behaviour, the second chapter, "the effectiveness ofresolution of shareholders' meeting under the perspective of joint acts of law",respectively analyses individual declaration of intention and shareholders'meeting resolution, with discussion on domestic and foreign relevant cases, tosummarize the conditions precedent of the establishment and effectiveness ofindividual declaration of intention and shareholders' meeting resolution.The third chapter, "the validity of resolution of shareholders' meeting oflisted companies- New problems Bring by communication voting system", ismainly directed against special problems of the communication voting systemof listed company. When it comes to the communication voting system, theinformation disclosure of the company shall satisfy higher requirements. Notonly the Company Law but also the special rules and regulations directed atthe listing company shall be applied to. In addition, because communicationvoting system needs to use electronic instruments, it shall take a differentapproach to deal with the electronic errors and human errors generated by using the electronic instruments to express the declaration of intention.The fourth chapter, the the validity of the shareholders meetingresolution, mainly analyses the scope of the validity of the shareholdersmeeting resolution. The resolution of shareholders' meeting shall just bebinding to the shareholders, the board of directors and the senior management,but not to the board of supervisors. It is a false statementshall that theresolution of shareholders' meeting has effect on the company. And when itcomes to the effectiveness on the third party, different cituations shall bediscuss respectively.The epilogue part of this article summary the writer's conclution on thebase of analysis and research above. Individual voting rights and resolution ofshareholders' meeting shall be properly distinguished. General system of civillaws shall be used along with the law of corporation's special system to solvevarious issues encountered in the shareholders' meeting resolution system.