Research On The Non-contentious Mechanism Of Judicial Intervention In Corporate Governance

The non-contentious mechanism is an important way of judicial intervention in corporate governance, with the unique system function. The non-contentious mechanism of judicial intervention in corporate governance consists of two dimensions, substantive law and procedural law. In this thesis, the writer analyzes China’s problems of the non-contentious mechanism of judicial intervention in corporate governance, and tries to build from the above two dimensions.This thesis can be divided into5parts.In the first part, the writer analyzes the non-contentious mechanism in general. In the civil procedural theories and systems, on the basis of substantive rights contentious or not, civil cases are classified into litigation ones and non-contentious ones, and there are litigation procedure and non-contentious procedure to match. Both the non-contentious case and procedure have characteristics differing from the litigation case and procedure.The second part illustrates the legitimacy of the non-contentious mechanism of judicial intervention in corporate governance. First, the corporate governance mechanism can be divided into many types. The non-contentious mechanism, as one of which, is an important complement to the litigation mechanism, enriching and developing methods and approaches of judicial intervention in corporate governance. Second, the thesis points out the unique functions of the non-contentious mechanism, disputes prevention, direct intervention and order maintenance.The third part points out problems of the non-contentious mechanism of judicial intervention in corporate governance in China from two aspects of substantive law and procedural law respectively. In the aspect of the substantive law, on the one hand, there are provisions belonging to the non-contentious mechanism in nature in China’s current "Corporation Law", but they are not clear and perfect. On the other hand, there are many legislation blanks of non-contentious mechanism in "Corporation Law". In the aspect of procedural law, there is no the concept of "non-contentious procedure" in China, neither is non-contentious procedure of corporation basically.The fourth part tries to build China’s non-contentious mechanism of judicial intervention in corporate governance from the dimension of substantive law. For provisions of non-contentious mechanism, which have been made in the "Corporation Law", we should make them clearer and perfect. Meanwhile, to discuss the rationality of introducing non-contentious mechanisms such as general meeting of shareholders convened by court, appraisal right of dissenters, directors’appointment and dismissal by court, and dissolution of a corporation.The fifth part tries to build China’s non-contentious mechanism of judicial intervention in corporate governance from the dimension of procedural law. As to the choice of the legislative system, on the basis of existing framework of law system, to make general principle provisions of commercial or corporate non-contentious procedure in a separate chapter in "civil procedural law", and details can be provided in the judicial interpretations.