The Corporate Deadlock Judicial Dissolution Mechanism Studies

In corporate practice, due to a number of reasons, such as the structure of equity, control power and even the shareholders' meeting or board meeting and the design of voting procedure, the phenomenon which company stalled is not rare. As the corporate deadlock showing a rising trend, it hindered the company's normal operation and damaged the company, the company's shareholders and all interests of the stakeholders. Therefore, it is an urgent need to explore the causes of the corporate deadlock and seek the path to resolve it.In China, on the basis of learning from advanced international legislative experience and combining with its own needs of the company practice, the article183of new Company Law promulgated in2005confirms the right to appeal to dissolve the company for shareholders when the company deadlock appears. Since then, the Supreme People's Court released <Some issues concerning the application of the provisions of the company law (2)>(hereinafter referred to as<The explanations of Company Law(2)>)on May29,2008, further refining the rules of adjudication that the shareholders request the dissolution of the company to the People's Court. Although the institution of judicial dissolution in the new company law and related judicial explanation has been improved a lot, but the relevant legal provisions and related rules are still too general and in principle. It often led to many difficult and sensitive dispute in judicial practice so that becoming a new focus and difficulty. The following problems of how to correctly apply the institution of the company judicial dissolution, achieve a balance between judicial intervention and corporate autonomy and reflect the round consideration about the referee's fairness and efficiency in such cases should be resolved urgently by the improvement of legislation depending on the theoretical studies in depth.The research on the judicial dissolution mechanism of deadlock has started early and comes to an in-depth level in foreign countries. Since the judicial dissolution mechanism has been introduced to China in2005, the domestic scholars are also keen on it. However, the study of most scholars still stay in the area of exploring the application of the judicial dissolution mechanism in practice, mainly focus on the discussion of the procedural matters of the judicial dissolution, few scholars chooses to study for the basic theory of the judicial dissolution mechanism. With the further discussion on the corporate judicial dissolution mechanism, the writer believes that it is necessary to explore the theoretical basis and establish the theory building of judicial dissolution mechanism, only in this way, may the existence and development of this system last for a long time. In the course of writing this article, the author uses the research methods of comparison, induction, analysis, literature, and so on. The discourses of domestic and foreign scholars as well as the actual legislation of various countries have become a useful reference.This article is established in the perspective of corporate deadlock, described systematically the basic theory of corporate deadlock and its judicial dissolution mechanism, Summarized the four theoretical basis of judicial dissolution mechanism, comparatively analyzed the judicial dissolution mechanism in the major countries of the two law systems, proposed the corresponding countermeasures for the plight of judicial dissolution mechanism in the legislative and judicial practice, particularly emphasized on the prevention of malicious litigation and the use of alternative relief measures, in order to contribute to the improvement of the company judicial dissolution mechanism.