A Study On The Svstematism Of The Relief Of Flaws In The Shareholders Meeting Resolution

In the modern corporation law theory, Separation of ownership and management responsibility is an important feature of the company. The shareholder has company shares, and the company line through the internal organs set up by law to exercise the right of management. The shareholder has no right to ’determine the company management affairs directly, but can exercise their rights indirectly by voting in the shareholders’ meeting. To guarantee the shareholders of a company can participate the shareholders meeting equally, fully exercise their voting rights, and finally form a resolution truly reflecting the overall interests of the company, the corporation of law most countries stipulated the functions of the shareholders’ meeting and the procedure of the resolution formation. The collective decision-making mechanism of the shareholders’ meeting has great significance in ensuring the achievement of company’s management objectives, the consistency between the interests of the company and that of the shareholders, and the safety of the deal. But in real operation of company law in China, the existing regulations cannot guarantee that shareholders’ meeting’s convening and vote procedure and the vote content fit the rules of laws, regulations and the articles of association, which is the case in which there are flaws in the resolution of shareholders’ meeting. The existence of these flaws is likely to seriously affect the interests of the company and its shareholders and the legal rights and interests of the third person, so it is necessary for the victims to seek for help by appropriate legal means. The one-sided theory research or single establishment of system will not solve so many problems caused by the flaws of shareholders meeting resolution. Only when the relief of flaws of shareholders meeting resolution is made to be systemalized, the stuff about the relief object is considered maturely, the relief means are diversified, and the relief result is rationalized, can these risks it brings be really resolved.The author began to write the article through the analysis of the basic problems of the systematism of the relief of the flaws of shareholders meeting resolution. The first part is about the basics illustration of the systematism of the relief of the flaws of shareholders meeting resolution, discusses the main influence factors of the systematism of the relief of the flaws of shareholders meeting resolution, puts forward philosophy meaning it should insist on, and confirms the standard of the systematism of shareholders meeting resolution.The second part analyzes the existing flaws of the relief system of shareholders meeting resolution in China, including the problems in the relief object, relief in advance and mending afterwards, and gives several proper and specific operation mode of these problems in actual practice.The third part is the key part of this paper, trying to probe into the shareholders’relief by first discussing the existing relief pattern of the company law in China and point out its flaws, further more proposing to increase new-style legal relief to perfect the protection means of shareholders’interests both in logical and realistic needing aspects.The fourth part is the new idea in this article, trying to point out the entanglement of the interests of the third person and the flaws of shareholders meeting resolution and state the necessity of the relief of the third person by elaborately analyzing great influence of the externality of the shareholders meeting resolution and its litigant retrospect force to the third person. This part also includes the detailed analysis of the definition of goodwill third person, and tries to protect the third person by improving the company law and establishing other means to fulfill the relief rights. The establishment of these systems is also an integral part of the relief system of the flaws of shareholders meeting resolution.The fifth part is to response to the problems. If we want to solve the problem of the flaws of shareholders meeting resolution completely, we must be able to protect the relief objects comprehensively, diversify the means of relief, reach a reasonable relief result, and balance the relation of the shareholders’interests and the safety of the company transaction security.The innovation of this paper place mainly lies in:not just resolve one of those sided questions, but systematically research the relief of flaws of shareholders meeting resolution is systematical and consider every possible angle of the relief system. It has overcome the sidedness and monotony of the previous study, and tries to bring the relief of the third person into the relief system of flaws of the shareholders meeting resolution by elaborately analyzing the newly-appeared lawsuit which has confirmed that the shareholders meeting resolution is indeed effective in practice.Due to the path dependence, this paper is in a way dependent on the previous study of the relief of flaws of the shareholders meet resolution. With too much theory research in this paper and limited searching ability of the related documents both at home and abroad, the author failed to melt the overseas advanced system and practical experience into this paper. In addition, owing to the lack of the detailed study of cases, some examples of the factual proofs may be lack of representative.