On Company Deadlock And Its Remedy System

The object of this thesis is corporate deadlock and its remedies. Corporatedeadlock is a common problem in the governance of the limited liability company, isrendered by the nature of people united and closure. Corporate, as the economicorganization of shareholders’ investment, which aims to pursue maximumshareholders’ interests, in order to achieve this goal, the company must be orderly andefficiently running. Once the company falls into deadlock, it will directly make theshareholders’ expected interests go into naught. And existing value of corporate is toboost social prosperity, and this value will not be achieved.In recent years, the corporate deadlock happens frequently; the problem ofcompany deadlock attracts more and more attention of academic and law practicecircles. The Article183of Corporate Law provides the solution of corporate deadlockfor shareholders, the solution is to take compulsory measures to dissolve the company,the relevant judicial interpretations also concern these issues. However, there is nocomplete system of corporate deadlock remedy, facing more and more complicatedtrend of corporate deadlock in practical areas. When the shareholders deal with theproblem of corporate deadlock, the only remedy is to dissolve the corporate, whichinevitably become stretched. The study of corporate deadlock starts very early and hasvery mature experience of legislation and justice. As the legislation of corporate lawadopts advanced foreign experience and combined with national situation to designrelevant judicial remedy system. At the same time, for the direction of multiple dispute solution models, we should try to find remedy solutions from non-judicialperspective.This thesis consists of four parts in structure:The first chapter is the general and basic theories of corporate deadlock. Thischapter discusses the nature of corporate deadlock, and holds the opinion that thecorporate deadlock is caused by an intensification of the contradictions of internalmanagement. The causes of corporate deadlock are complicated, diverse and harmfulin its nature, so it is worthwhile our attention.The second chapter is about solution of deadlock—the remedies of corporatedeadlock. This chapter first analyzes the rationality of judicial intervention ofcorporate deadlock, then lists several judicial remedies of foreign common corporatedeadlock, finally emphasize to discuss the existing problems and situation ofcompulsory system of dissolution, raise the issues on urgent need for establishingcomplete remedy system of corporate deadlock.The third chapter is about the judicial remedy of corporate deadlock. Thischapter first discusses the theories of value of judicial remedies of corporate deadlock,value intention and practical means choices. Then this chapter analyzes the twojudicial remedies regulations of compulsory shares exchange and corporate separation,and raises the suggestion from practical operation perspective.The forth Chapter is about the non-judicial remedy of corporate deadlock. In thischapter, from the view of save cost and maximize efficiency, the author raises thethought of constructing remedy system of corporate deadlock from non-judicialperspective. First it should reasonably use corporate article to prevent and resolvecorporate deadlock, such as vote rights limitation, shared control rights and pre-setdeadlock measures. The second is to study the advantage of resolve corporatedeadlock in settlement, and establish system of mediators, establish judicial inspectionsystem of mediation agreement.