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Research On Resolving Mechanism Of Corporate Deadlock In China

Posted on:2014-10-22Degree:MasterType:Thesis
Country:ChinaCandidate:Y L LiFull Text:PDF
GTID:2256330425972425Subject:Law
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Corporate deadlock is the hot and difficult spot in law theory circle and judicial practice circle. The current research is mainly centralized to the introduction to corporate deadlock theory in Chinese-foreign legal science, and lacks large-scale empirical study as the support. There was on unified understanding on concept of corporate deadlock at home and abroad. The forming reasons of corporate deadlock was mainly considered from the difference of shareholder interest, incompleteness of contracts, limitation of stock right transfer and deficiency of voting system, and many origin theory about corporate deadlock has formed. On the setting of prevention and relief mechanism, from the practical point of view the instance of legislation in each country designed settlement mechanism with different content and uneven actual result. On the aspect of preventive measure, there was existing mechanism including avoidance of half-and-half share-holding, limitation of the application range of unanimity and majority decision, avoidance system of interested party voting, staggering the term of office of directors, transfer of the board of director rights, agreed equity transfer system, and special voting rights system. On the aspect of post relief, it mainly included Compulsory purchase and replacement of share rights, appointment of custodian or temporary director by the court, non-judicial mediation or arbitration system, and dissolution of company in judicial adjudication. To offset the insufficiency of large-scale empirical study on corporate deadlock,268corporate deadlock cases were analyzed from multi-angle since the implementation of the new Company Law. The economic environment, judicial policy, corporate people combination, ownership structure and regional cultural differences were researched to reveal the reasons of corporate deadlock. After analysis of the183rd regulation of Company Law combined with sample data, prevention of strengthening legal advice beforehand and establishing regulations was put forward to, including convention on right of rescission, the causes for dissolution and setting arbitration clauses. Judicial innovation was emphasized in relief afterwards. Intervention in corporate deadlock should be cautious on the premise of respect for the autonomy of company. During the litigation process, we should pay attention to mediation and establishment of compulsive equity purchase system. We consider that compulsory corporate separation system was a new system design of settlement on corporate deadlock.
Keywords/Search Tags:Corporate deadlock, dissolution of company, resolving mechanism, empirical study
PDF Full Text Request
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