The Litigation Issues On The Effect Of Resolution Of Shareholders' Committee

The shareholders' committee is the supreme authority of the company. Once the resolution of shareholders' committee is made, it embodys company's willpower, Thus, it can restrict the power of company and has a significant effect on the company, shareholders and other ralevant people. Therefore, in order not to harm the rights of the minority shareholders and such company's interest, the procedure and content of the shareholders' resolution should be legitimate and impartial. But in the reality, the operation of the shareholders'committee can not live up to the expectation, consequently such dispute is in an ascendant trend.Due to the incompleteness and unserviceability of Article 22 of the new Company Law (amended in 2005, similarly hereinafter), it is difficult to settle such complex dispute, this issue leads to a negative impact on courts when judges handle such cases. We need to research and make sure the judicial interpretation and procedure. Considered on the issues sited as above, this paper will focus on the effect of shareholders' committee resolution exists in the litigation problems.The thesis is comprised by three parts including an introduction,a body text and a conclusion.The introduction part introduces the background and why focus the issues of the thesis. The body text consists of four chapters.The first chapter briefs the effect of the resolution of the shareholders' committee in litigation procedure, and introduces the concepts of "Dichotomy",and "Trichotomy " from abroad, as well as China's legislation status .The other three chapters discuss the discretion dismission of the withdrawal slight defect resolution litigation, the lawsuit of forged resolution and the lawsuit of the validness of confirming resolution. In order to better explain about this, It has illustrated in the three chapters with the same materials. Every chapter has four sections, with the first chapter illustrate of the question, and then discusses of the question and offers author's opinion, finally conclused the legislative suggestions.With regard to the discretion to dismission of the withdrawal litigation of slight defect resolution, the author thinks it is necessary to keep the discretion dismisson policy.Also, the discretion dismission right shall not only be negate shareholders'rights of rescission, but also shall be balance the interests of company and shareholders, which accords with the fair rule of judicial verdict, it's valuable. It is suggest that China should release new judicial interpretations to specify this regulation.For the lawsuit of forged resolution, the author elaborates the reasons why the forged resolution should not been treated as invalid nor irrevocable. It's suggested that the relavant lawsuits of invalid resolution should be made up complemented as earlier as possible.As to the lawsuit of the validness of confirming resolution , the author thinks that to accept such cases will lead the results that it may not only violate the validity of civil procedure, but also may inconsistant with the real intention of Company Law. It's suggested that the lawsuit of the validness of confirming resolution should not be accepted.In the final conclusion part, the author summarized the main idea of this thesis.