The Study Of Law Remedies Of Our Limited Liability Corporation Deadlock

Corporation deadlock is one of the most serious problems many companies willface in the operation and management. The adverse effects will cause the company,shareholders, creditors and other stakeholders to varying degrees of loss of interest.Corporation deadlock is difficult to be solved if only relying on the company’s ownstrength. In order to protect relevant interest and reduce the damage, many countrieshave been trying to solve corporation deadlock through legislative and judicial meansin practice. There are many advanced legislation and practice experience to solvecorporation deadlock.Because of their forefront legislation and rich experience in judicial practice,America has a relatively perfecting legislation and judicature system to remedy thecorporation deadlock. Their company judicial dissolution system and representativejudicial precedents have provided a good example in the legislation and judicial areasfor other countries. Additionally, the United States through legislation and the judge-made case law created other remedies which are diverse and adapt to the economicsituation to replace the judicial dissolution, such as forced transfer or acquisition ofstock, the appointment of provisional director, the appointment of a receiver orcustodian, etc. Those measures have been widely accepted by other countries andused for reference and transplanted according to their own national conditions. As therepresentative of the continental law system, Germany and Japan also have a lot of experience in designing and practicing measures of remedies of corporation deadlock.Our company law revised in2005and the Provisions of the Supreme People’s Courton Some Issues Concerning the Application of the Company Law of China (two) in2008, providing the judicial dissolution to solve corporation deadlock for the first time.However, because the content in relevant provisions is relatively rough and the courtrelative lack of judicial practice and experience etc. The court often faces variousproblems in dealing with related cases and feels a bit of powerless.This paper is divided into three parts. Part one: analysis on the corporationdeadlock through cases. By analyzing two typical cases, discovering and analyzingthe distress China’s courts are facing in the corporation deadlock cases. And then tryto find the root of the problem from the status quo of China’s legislative and judicialpractice and analyze the causes of the related legislation applicable difficulties, raisingthe inadequacies of our existing legislation. Part two: legal analysis on the corporationdeadlock. Firstly, the concept and characteristics are analyzed to explore the methodfor defining the corporate deadlock. Then analyze its causes and harm for furtherdiscussion on corporation deadlock. At last, provide the theory of public powerintervening in corporation deadlock relief. Part three: settlement analysis on thecorporation deadlock. At first, a comparative analysis of the United States of Americaand Germany and Japan relief legislation and judicial experience in corporate law isgiven and the deficiencies in some measures are reviewed. And then get some relevantinspiration to construct our own relief system in corporation deadlock. At last, fromthe judicial and non-judicial remedy measures aspects, combined with China’sspecific situation, giving suggestions on the corporation deadlock judicial dissolutionand its alternative measures, and the non-judicial relief measures of which the articlesof association as the center.