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Due Diligence: Study On Judicial Dissolution Corporation Deadlock

Posted on:2014-05-16Degree:MasterType:Thesis
Country:ChinaCandidate:Z D LiuFull Text:PDF
GTID:2296330422489940Subject:Law
Abstract/Summary:PDF Full Text Request
Limited liability company has not only a capital nature, but also more peoplecombination. In order to protect shareholders especially small and medium-sizedshareholders’legal interests, it is necessary to establish a shareholders of a limitedliability company exit mechanism, to avoid loss of its shareholders and otherstakeholder interests. The newly established Corporation Law in2006enriched thecontent about the remedies to the rights of shareholders, such as the provisions ofshareholders’derivative action,etc. As a kind of remedy to the corporation deadlock,the judicial dissolution of corporation is provided in Corporation Law. In accordancewith Article183of Corporation Law, if the corporation’s business and managementfall into the plight deeply, the corporation’s existence will damage the interests ofshareholders and there is no alternative remedies for the settlement of the problems,the shareholders with10%votes of all shareholders may ask the People’s court todissolve the corporation.However, the provisions on the judicial dissolution in Corporation Law are veryparochial, sketchy and vague, making the trial puzzled and inconvenient. Althoughthe Supreme People’s Court has made a judicial interpretation to Article183ofCorporation Law, the deficiencies still still exists. From a comparative scope, thevalue of judicial dissolution not only provides a way of the shareholders in thedeadlock to quit the corporation, but also protects the shareholders oppressed,corporation, creditors and other interested persons.Generally speaking, the thesis includes four chapters besides the introductionand conclusion.Chapter One is the introduction of the fundamental theory of corporationdeadlock. The authors introduces the meanings of corporation deadlock, the reasons,the types and the harmfulness. Once the corporation deadlock taking place, it mayhave serious nagetive impact to the shareholders, creditors and the society. There aremany reasons for the corporation deadlock, such as including the integration of human and capital of limited liability company, and the direct reason is the majorityshares rule.Chapter Two touches on the theory of judicial dissolution. Judicial dissolution isone of the measures solving corporation deadlock. The nature of judicial dissolutionis the intervention of the state’s power into the business or management of acorporation after an event. The judicial dissolution has deep and systematical grounds.We should construct and perfect the institution to protect the expectation ofshareholders, realize the social responsibility of corporations.Chapter Three investigates the judicial dissolution of Anglo-American lawsystem and continental law system from a comparative scope. These experiences inlegislation and jurisdiction are very worthy and significant for us to construct andperfect the judicial dissolution in our country.Chapter Four is the construction and perfection of judicial dissolution in ourcountry. The current Corporation Law still has a lot of defects on the provisions ofjudicial dissolution, so it is necessary for us to reconstruct and perfect judicialdissolution from the aspect of basic principle, procedural design, substantial deal andalternative remedies with the reference of other countries’s Corporation Law.
Keywords/Search Tags:limited liability company, corporation deadlock, judicial dissolution, alternative remedies
PDF Full Text Request
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