The Study On The Decision Defect Relief System For The Shareholder Meeting

The shareholders meeting is the organization with supreme power which is composed of all shareholders, has the decision-making power for company’s operation, management and major events. It is also the important place for the shareholders to execute their rights such as right of making motions, right to vote and right to address question and so on. By the resolution form the shareholders meeting, the shareholders made the decision for the company and the company made the operation and management according to the resolution made by the shareholders meeting. So the shareholders meeting is the center of rights and benefit in the company. Meanwhile, the shareholders meeting takes the capital majority resolution principle, so there may have conflicts between the substantial shareholders and minority stockholders and the substantial shareholders may infringe the interests of the minority stockholders by their dominant position. Above conditions usually may cause the decision defects in the shareholders meeting. In our country, in the Corporation Law, there are simple stipulations for the relief of the decision defects in the shareholders meeting. In the stipulations, the shareholders involved have the rights to seek the help form the court, but there is the drawback-the maneuverability is not ideal, which need researching further. In order to suit the development of social economy, maintain the stable trading, balance the interests among every shareholder and properly solve the defect relief problem in the shareholders meeting, based on the reference to legislative experiences in other countries and relative research, in the paper, the writer took the basic theory in civil and commercial law as the core point, made full-scale and deep research for the defect relief problem in the shareholders meeting. Combined the analysis for the cases, the writer put forward the suggestion of legislation for defect relief system in the shareholders meeting decision.There are four parts in the paper. In the part one, the status of the shareholders meeting and the legal nature of shareholders meeting decision are the main contents and the writer made simple statement for the decision defect relief in the shareholders meeting decision. The shareholders meeting is the important place for the shareholders to execute their rights and is the organization with supreme power. The shareholders attended the shareholders meeting, executed their voting powers, (such actions formed the shareholders meeting decision) and attended company’s operation and management. For the legal nature of the shareholders meeting, the scholars have many viewpoints and theories. In the paper, the writer thought firstly, the shareholder meeting decision belongs to legal act; secondly, it belongs to the joint act in the classification of legal acts. On above basis, in this part, for comparison, the writer analyzed the stipulations of the decision defect relief system made by the extraterritorial shareholders meeting. In part two, the writer stated the judicial remedy for the content defect in the decision made by the shareholder meeting. Firstly, the writer raised the question by the cases and analyzed the meaning of the content defect in the decision made by the shareholder meeting; and then the write made the statement for the judicial remedy to the decision content defect in the shareholder meeting decision form two aspects-the contents violated the law and administrative laws and regulations and the contents violated the regulations. In part three, the writer researched the judicial remedy for the breach of procedural law in the process of shareholder meeting decision. Firstly, the writer stated the meaning of breach of procedural law; and then stated the procedural defect in the process of shareholder meeting decision from two aspects-the procedural defect in notice and the voting right defect. In part four, based on the above contents, the writer put forward the suggestion for improving the decision defect relief system for the shareholder meeting, mainly including the establishment of discretion and refusal system and the establishment of invalid decision lawsuit.