The Theory Of Corporate Deadlock And Its Judicial Relief System

As one form of modern enterprises, corporation has become the most important and dynamic main body in market-oriented economy. With the development of the economy, there are some problems occurring in the managements and operations of the corporation, and corporation deadlock is one of them. Therefore, the search for corporate deadlock solution becomes a practical issue of company law.<Company Law> one hundred and eightieth of Articles of the judicial dissolution of the company as a solution to the impasse in the judicial intervention, although the provisions of the deadlock for the company to provide a legal basis for judicial relief, but the provisions are too broad, interoperability is not strong. Since then the judicial interpretation of a certain degree of improvement, but still in the judicial dissolution of the focal point. I believe that the judicial dissolution of a company to break the deadlock in the most severe way, it will end the life of the company, therefore, should be used with caution. Through Two Legal Analysis of the legal system and judicial practice, trying to learn from their experience, to put forward meet the practical needs of our diverse pathsThis article consists of five chapters.ChapterⅠis the analysis of performance and cause for corporate deadlock. Corporate deadlock in practice mainly for its shareholders and board of directors will deadlock and equal voting rights and veto deadlock. Deadlock on the company’s interests, the interests of shareholders, creditors’ interests and the interests of society has caused tremendous damage. Through the company’s performance and deadlock hazards analysis, the co-author of the absence of capital majority rule, the same principles of capital ownership structure of the rigid and unreasonable is the main reason for the impasse caused by the companyChapterⅡis theory of judicial relief about corporate deadlock. The interests of looking disappointed by theory, theory of social responsibility, fiduciary duty theory and to fill the company contracts "gap" theory analysis, the company discussed the impasse judicial intervention is reasonable and necessary. Analysis of judicial intervention in the impasse should follow the principle of the company, and through the common law and civil law countries, the corporation break the deadlock in the analysis of judicial practice, summed up the experience in China we can learn.ChapterⅢis the legislative stalemate draw outside. Two legal system countries in the practice of the company to resolve the deadlock issue has a wealth of experience, common law forced the stock exchange, appointed insolvency administrator or supervisor, the appointment of temporary directors, the Court’s "right to direct the administration of justice" approach can give us useful reference. The judicial dissolution of the civil law countries, but also established the company and shareholders to exit removal system.Chapter IV is our company deal with the deadlock situation. Through the introduction of two typical cases, analysis of the status of judicial intervention in corporate deadlock. By analyzing the case, analysis of the lack of judicial relief system, including defects in the substantive law and procedural law on the system on the gaps.Chapter V is improving Corporate deadlock judicial relief regime. Through analysis of the sound principle of judicial relief should be followed, make two suggestions:One is the improvement of judicial dissolution of the system, including substantive law and procedural law in two parts. The second is the judicial dissolution, the introduction of other judicial remedies, there are mandatory share exchange system, compulsory separation system, the introduction of the system of provisional administrator.