Study On The Remedy Measure Of Corporate Deadlock

Corporate deadlock is a dilemma which all kinds of corporation, especially limited liability company with few shareholders or little scale always meet. The appearance of corporate deadlock breaks the normal operation of company, makes the expectation interest of shareholder difficult to realize, the interest of creditor hard to be protected and the risk of unemployment increases. This article brings up legislative proposal for improve the relieving path of corporate deadlock through empirical analysis of judgment cases from court in Beijing and Shanghai, and compare of other country’s regulation. This article is divided into five chapters.The first chapter outlines the issue of corporate deadlock and summarizes the reason of corporate deadlock, including the conflict between the corporate operation system and the characters based on shareholders, the disadvantage of capital majority decision, the closure of limited liability company, the absence of preventability in article of association, etc.The second chapter makes an empirical analysis of judicial dissolution system in our country. This article picks up cases from courts in Beijing and Shanghai as sample since the publish of Judicial Interpretation of Company Law for analysis, and discovers these cases have the common characteristic of implement the principle of mediation and maintain commercial subject, and reflects the shortcomings of legislation in our country, including ambiguity of situation of corporate deadlock, absence of relation for the consent to dissolute company, singularity of remedy method, absence of defensive mechanism of malicious action, absence of regulation of liquidation after dissolution, etc.The third chapter exercises comparison and learning of foreign regulation on corporate deadlock issue. First, this chapter introduces regulations in common law system including compulsory liquidation, unfair discrimination judicial remedy system, the appointment of temporary director or administrator of assets, compulsory equity replacement, etc. Secondly, this chapter introduces regulations in civil law system such as judicial dissolution and exit right, expel right. In the end, this chapter points out the shortage of regulation in our country.The forth chapter brings up proposal for improve remedy measure in our country. This chapter brings up non-lawsuit way including strengthen the function of article of association and arbitration firstly, and proposes to build the system of compulsory equity replacement, compulsory separation and the improvement of our judicial dissolution system.The last chapter summarizes the whole article.