The Study Of The Institution Of Non-established Resolution Of Shareholders’Meeting

As a part of the relief system of flawed resolution in corporate law，the institution ofnon-established resolution of shareholders’ meeting adjusts the situation when there areserious flaws in the procedure of resolution of company. The flaw of resolution ofshareholders’ meeting includes flaw in procedure and flaw in content，each of them candamage the interests of shareholders，thus，corporate law of many countries establish the reliefsystem of flawed resolution of shareholders’ meeting， which provides remedies forshareholders who suffer losses because of the flawed resolution and protect their legitimaterights and interests. In some countries，the relief system of flawed resolution divides theflawed resolution into reversible resolution，voided resolution and non-existed resolution，reasonably adjusts the disputes about flawed resolution in judicial practices，such as Japan andKorea. The non-existed resolution is the same as the non-established resolution which thisdissertation will discuss. In some other countries，the relief system of flawed resolutiondivides the flawed resolution into reversible resolution and voided resolution，withoutnon-established resolution，but there are voices from both its academic and judicial precedentfields that it is necessary to introduce the institution of non-established resolution，such asGermany， China and Taiwan of China. This dissertation discusses the institution ofnon-established resolution with the method of empirical analysis and comparative analysis，and come to the conclusion that Chinese corporate law should introduce the institution ofnon-established resolution，so that it can meet the demand of judicial practices，optimize thesystem of flawed resolution of our country.Except the introduction，this dissertation consists of five parts as follows，and composedby about twenty thousand words.The first part introduces a typical case and raises relevant questions，through theintroduction of the case，reflects the deficiency of the relief system of flawed resolution of ourcountry and the demand for the institution of non-established resolution of the judicialpractices，thus leads to the topic of this dissertation.The second part is the overview of relevant theories of the institution of non-established resolution，mainly introduces the situation of the application，legal consequences，remedy，value of the institution of non-established resolution，through the introduction of relevanttheories of the institution，reflects its characters and value compared with the institution ofvoided resolution and the institution of reversible resolution.The third part analyses the deficiency of relevant laws of our country，with some judicialcases as illustration. The corporate law of our country adjusts the situation where there areflaws in procedure of resolution with the institution of reversible resolution only，has notmake distinguished adjustment according to the degree of the flaws in procedure. In judicialpractices，the case about the resolution with flaws in procedure could not be adjusted validly，which reflects the deficiency of relevant laws. This part explains the problems of relevantlaws of our country through some representative cases.The fourth part makes relevant comparisons with extraterritorial countries，introduces thelegislation，doctrines，judicial precedents about the institution of non-established resolution inJapan，Korea，Germany，and Taiwan of China，so that we can acquire some inspirations fromextraterritorial experiences，help to resolve relevant questions in legislative and judicialpractices of our country.The fifth part introduces some suggestions，which are made according to the deficiencyof relevant laws of our country，the value of the institution of non-established resolution andthe extraterritorial experiences. This part will also evaluates the Provisions of the SupremePeoples’ Court on Several Issues concerning the Application of the Company Law of thePeoples’ Republic of China(ш)(Consultation Paper)，which is made by the Supreme Peoples’Court in2010，involves some articles about non-established resolution.