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Research On Lawsuit System Of Resolution Of Corporate Shareholders’ Meeting

Posted on:2016-09-24Degree:MasterType:Thesis
Country:ChinaCandidate:J Y CaoFull Text:PDF
GTID:2296330461959092Subject:Procedural Law
Abstract/Summary:PDF Full Text Request
The dispute on resolution of corporate shareholders’ meeting can attribute to that the calling procedure, deciding methods, content of the resolution and so on violate the law, the administrative statutes or the articles of the company. Because of that, the legal validity of the resolution is in doubt. While lawsuit system of resolution of corporate shareholders’ meeting is one kind of litigating remedy which is set specially for this kind of issue. This kind of issue can usually have influence on a large number of people and has a certain extent of public welfare, so the designing of the lawsuit system of resolution of corporate shareholders’ meeting must consider the special requirements of the issue, for instance, solving the issue once and for all, keeping the reliability of the legal relation,granting procedural insurances to the third person. But because of the particularity and complexity of this kind of issue in practice and the abstract and fragmentary of China’s company law, many problems come when the judges using this lawsuit system solving the issues. Aiming at the main problems, this paper will analyze and solve these problems in the lawsuit system of resolution of corporate shareholders’ meeting through the perspective of comparative law.Besides the introduction and the conclusion, the main text altogether divides into three parts.The part of introduction raises the problems which exists in the twenty-second article of company law through two simple cases. The main problems include object of action, suitability of litigants, legal authority of judicial decision.Part I:the object of action in the lawsuit of resolution of corporate shareholders’ meeting. Firstly, in consideration of the current problems existing in China’s company law and the theory and practice in Chinese Taibei, Germany,japan,Korea and so on, this part discusses the types of the lawsuit of resolution of corporate shareholders’ meeting and the necessity of setting invalidity litigation as well as the non-establishment litigation pointed to the defected resolution; Secondly, based on the three types of the lawsuit system of resolution and several complicated defects of the resolution in practice, this part discusses the monism and trialism theory of the object of action in the lawsuit of resolution and the necessity of adopting trialism theory to determine the objects of action in the lawsuit system of resolution under the current situation of China’s company law.Part II:the suitable litigants of the lawsuit of resolution of corporate shareholders’ meeting. In consideration of the current problems about the suitable litigants and the theory and practice in other countries or area, this part analyses the suitable litigants of the lawsuit of defective resolution respectively, mainly based on the theory of traditional suitable litigants, legal litigation executive, notwendige stneitgenossenschaft aus materiellrechtlichen grunden and so on.Part III:legal authority of judicial decision of the lawsuit of resolution of corporate shareholders’ meeting.Firstly, in consideration of the current problems about the legal authority of judicial decision in China and other countries or area, this part analyses the unreasonable of one-sided expansion and the necessity of res judicata overall expansion,based on the theory of res judicata and the particularity of this kind of issue;Secondly, based on the theory of overall res judicata expansion, this part discusses the reasonable and legitimate conditions of expanding res judicata to the third person; Thirdly, this part analyses the time range of the judicial decision of the lawsuit of defective resolution and adopts the restricted retroactivity view according to different situations.
Keywords/Search Tags:lawsuit of resolution of corporate shareholders’ meeting, the object of action, the suitable litigants, legal litigation executive, res judicata expansion
PDF Full Text Request
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