A Study On The Question Of The Judicial Remedy Of The Defective Resolution Of Stockholder's Conference

The resolution of stockholder's conference represents the statement of the company. Once there are somen defects in that, it will influence either the normal operation of the internal organization of the company, the profits of stockholders, or more importantly, the profits of the party client and social public interests. Some remedy norm of law, article 22 of the current Company Law of our country deals with defective resolution of stockholder's conference. But the term stipulation is relatively simple, and certain of the loophole have never been answered, and it can't provide enough legal help for the party clients. Also, it can't adapt itself to the actual judicial course. therefore, The question of the judicial remedy for the defective resolution of stockholder's conference is chosen the main topic in this article so as to provide some suggestions for this field of our country. There are three chapters in this piece.Chapter 1. the theoretical basis for judicial remedy of defective resolution of stockholder's conference. The following third question are stated in the chapter: The first one is the concept, character, formation mechanism, essential elements and efficiency of the resolution of stockholder's conference. The second is the concept and kind of defective resolution of stockholder's conference. The third one is the necessity of the judicial remedy for defective resolution of stockholder's conference.Chapter 2.The programme of judicial remedy for the defective resolution of stockholder's conference. Two argument questions about a definite plaintiff or defendant ,a specified period according to the law for defect of stockholder's conference are discussed in this chapter. That is to confirm the parry, to explore the suit, and to set forth the system of the third party inviting, the guarantee system and system of group suiting in cancellation of the defective resolution of stockholder's conference.Chapter 3. The legal criterion and management way for defective resolution of stockholder's conference. The legal criterion is defined for the invalidation and cancellation of the defective resolution of stockholder's conference, and some explorations are made to the management way for defective resolution of stockholder's conference.Three regulations are suggested to judge the defective resolution of stockholder's conference. The first regulation is inviting third party system so as to involve interest of the third party in judicial remedy for the defective resolution of stockholder's conference. But the third parry won't be charged with legal responsibility while giving him right. Third party inviting system is recognized. The second regulation is suit guarantee system, Some items are specialized ,such as, essential elements of aompany's application of asking for stockholder as a definite plaintiff to provide security, the scope of the claims, the period of filing of an application, After receiving an application , The term that the people's court must make an order and issue a notice for whether accepting application. What is the consequence of law when plaintiff refuses to accept the decision. What happened ,the peolole's court shall cancel the property preservation measures etc. The third regulation is system of group lawsuit. Some systems are set up ,such as, the right for court to endue the accuser's represent to put up group suit in case registration period and the criterion for court to check up ,the right for court to endue acusser to enter into asking for group suit , to set up judicial program and some concrete management.Judicial criterion and management way are studied against to defective resolution of stockholder's conference. When the content of the stockholder's conference existed defect, they will offend the law and civil constitution, they will be regarded invalidated. The judicial criterion should include the following. Firstly, the resolution of stockholder's conference will be regarded ineffective if they disobey the interiority of civic law, principle honesty and credibility, public order and moral and the principal of prohibiting right abuse. Secondly, the resolution of stockholder's conference will be ineffective if it disobey the basic principal of law of company. Thirdly, the resolution of stockholder's conference will be ineffective if it disobey the article of law of company. Fourthly, the resolution will be ineffective if it offend the other law and administrative rule. Fifthly, if the resolution of stockholder's conference is against to the articles of the company, Effective way to deal with the content of defective the stockholder's conference, the conference should be have a analysis for differentiating all or part of a civil act is null. If part of a civil act is null and void, it shall not affect the validty of other parts. In other word, effective measures to deal by an interested person, Gave a negative answer to the part of content or not the whole resolution. When the part of defective content could be immaterial influence on the other content.The judicial criterion and management way for defective resolution of stockholder's conference include that: 1 the resolution will be rescinded once subject of meeting on summoning or presiding is no qualification. 2 if the process of stockholder's conference disobey some particular procedure, defect or no defect decision will depend on the capital majority rule. 3 if there are some defect on voting process, the relativity in essentially justice of the capital majority rule established will be valued. On management way, if the defect on procedural of stochholedr's conference are obviously minor and the harm done is not enough for changing essentially justice of the capital majority rule established ,the defective resolution should been maintained. If the resolution will influence society or relative counterpart, it should be take account of the legal criterion and management way befor making any changes such as the safety for social economic order, the principle of public summons and public trust of commercial law, princolpe of priority to the interests of counterpart protection.