The Legal Effect Of Defective Resolution Of Shareholders’ Meeting

Countries generally use the " dichotomy " or " rule of thirds " as legislation, regulat flaweffectiveness of the resolutions to protect shareholders against improper resolutions of theshareholders’ meeting. Legal consequences of flaw resolution is divided into two in China,and differ from the other countries for the classification of the defect reansons.In this paper,the author start with a comparative study of the legislation extraterritorial flaw resolutionsystem, and compile different effect on the content in case of different types of defects duringthe the procedure of resolution to find that,it is not science for the traditional "dichotomy"criteria for classification of the type of flaw effectiveness resolution in accordance with thedistinction of the entities and procedures.The author think that, it is necessary during theanalysis of the different procedural matters of resolutions by the perspective of shareholders’meeting agenda to subdivided flaw procedural matters again,consider the diffrerent betweenentities and procedures, serious flaw procedural resolution of the general meeting should to bean independent type, in order to perfect the effectiveness resolution system.This article, including the introduction, body and conclusion, in which the body iscomposed of six parts:The first showed us the scope of this study, including the definition of defect resolutionsfor the general meeting, the legal property of the flaw resolutions of the shareholders’meeting, the value of the flaw shareholders’ meeting resolution system. Defined by theconcept of the "flaws" of the shareholders’ meeting, to help us understand the centralmeaning of the article.The second part sorting out the extraterritorial legislation of defects shareholders’meeting resolution, by analyzing the national legislation model of defects resolution toexplore the legislative reason behind the system, reference for the improvement of oursystem.The third part and the fourth part, the author analysis the flaw resolution of theshareholders’ meeting and the flaw resolution method of the procedures respectively.On theone hand, analysis defect resolution of the content corresponding to the legal definition of thesubject matter, subdivided the reasons which lead content flaw into violation of immutablerules,violation the regulation,abuse of the rule majority, and analysis its legal consequences,so make the scope of legal reasons clear which lead resolution null.On the other hand, by analysis the legal consequences through flaw resolution methods, we should be cautious indefining minor procedural defects, that the will of shareholders’ voting rights during theformation of the resolution should be fully respected.The fifth part combination legislative status reflect on our flaw shareholders’ meetingresolution system. Basing on the resolution agenda to find the procedural matters between theformation of the resolution, that the dichotomy do not reflect the special value of proceduralmatters in the resolution, different resolution defects should lead to different legalconsequences, it is unscientific put all procedural flaws into one defects reasons,demonstrate the unexist resolution be distinguish with the revocable genre.Finally, the sixth part put recommendations for the improvement of the effectiveness ofthe general assembly resolution system. Defective resolution system has a profound legalbasis,it its reasonable to be an independent type. Confirmed through the analysis of theconstituent elements of the resolution, the recommendations is operability, and thus toimprove the effective of our flaw resolutions of the shareholders’ meeting.