Research On Legal Issues Of Defective Shareholder Meeting Resolution

Among judicial practice, there are many large shareholders taking advantage oftheir controlling power to expel the medium and small shareholders’ voting rights,leading to many disputes of defective shareholder meeting resolutions. Provision22of Chinese Company Law provided the dissenters relief by annulling or revoking thedefective shareholder meeting resolutions. However, there are distinctiveunderstandings of the mentioned provision among different judges, the variousjudgments of similar cases are unfavorable to solve such disputes and will bringsuspects to the verdicts.This paper has analyzed224typical cases and summarized the issues likecompanies type, sorts of disputes, categories of verdicts, abbreviate judicial reasoning,verdicts’ influence to company and transaction, ratio of appeal and sentencemodification, as well as the different verdicts of similar cases. Based on theabovementioned, the paper intends to provide data reference to further research onthis subject. Also combined the current theories and foreign jurisdictions, this paperexhibits the flaws of Chinese legislation and jurisdiction on such disputes. Thus, notonly from words to words, but also from data to words, this paper provides points and references to the legal practice.There are following seven chapters:Chapter I systematically summarizes the current legal theories on related issues ofdefective shareholder meeting resolution disputes, and illustrates the researchmeaning and method of this paper.Chapter II discusses the fundamental issues of shareholder meeting resolution,company autonomy and judicial intervention, then concludes the judicial interventioncould remedy the defects of company autonomy.Chapter III analyses a typical case of such dispute, and point out the necessity ofcategorizing the current judicial reasoning and verdicts.Chapter IV analyzes and categorizes the gathered224cases of such disputes indetail from a positive analyze perspective, presents the status quo of such disputes andcorresponding verdicts by comparison and analyzing of verdicts, seeks the reasonsand solutions to distinctive verdicts of similar cases.Chapter V researches on the foreign legislations and judicial practice of suchdisputes, drawing lessons to local China.Based on the above discussion, Chapter VI provides conclusions and suggestionsto the related issues of such disputes.Chapter VII makes conclusions and presents suggestions to legislations andjudicial practice of local China.