The Study Of Company Deadlock Judicial Dissolution

Company deadlock often occur in the process of the company is operating a situation, but due to the lack of legislation and judicial inaction and the shareholders of a company not enough emphasis on the problem itself, caused the company deadlock caused great damage to the company in a matter of fact. Both for the company and the shareholders of a company, the emergence of corporate deadlock will greatly affect their interests; For a long time, our company legislation there are many deficiencies in the shareholder rights protection. In order to change this situation, in 2006 the implementation of the company law of the People’s Republic of China (generally referred to as the new company law) to strengthen the shareholder rights relief legislation content, such as the construction of a shareholder derived litigation and the improvement of the shareholder direct litigation, etc., among them, the company judicial dissolution system as a relief for the deadlock in the shareholder rights and interests of the shareholders and exit system specifications that are attached to the new company law. According to the provisions of article 182 of the new company law\in China, the company management occurred serious difficulties, continue to survive would suffer heavy losses make the shareholders’interests, in other ways can’t solve, shareholders of the company all more than ten percent of the voting rights of shareholders, may request the people’s court to dissolve the company. However, China’s new company law provisions of the company judicial dissolution system is too narrow and rough and fuzzy, a lot of confusion and inconvenience for judicial practice, in the practice of which also makes the phenomenon of the similar case can’t get the same decision, serious damage to the authority of the judiciary. Although the supreme people’s court according to the new company law the 182th made a·judicial interpretation, but it still shows insufficient. Therefore, the system, in-depth research company judicial dissolution system and constantly improve the becomes necessary that we should have the direction of the efforts.Besides preface and conclusion, this paper mainly has four parts.The first chapter is the basic theory of judicial dissolution system of corporate deadlock is introduced and analyzed. This paper the concept of the company deadlock and judicial dissolution, learn to read, think the company deadlock refers to as between between shareholders, directors and shareholders and directors, due to political or conflicts of interest, the stand-off is not willing to compromise with each other, result in decision-making and management organ failure, eventually led to the company goal cannot be achieved. Company judicial dissolution refers to the court on the basis of children subject request in accordance with the decision of the company shall be dissolved a program. Then this paper expounds the corporate deadlock legal basis and basic principles of the judicial relief.The second part is the key one of this article, introduces the corporate deadlock in our country judicial relief legislation present situation and existing problems. First of all, introduced the our country company law\and the company law judicial interpretation (2), the relevant provisions of the proposed company deadlock in our country after the problems existing in the judicial relief system. A total of four questions:first, the principle of judicial dissolution of company deadlock too. Two is company deadlock judicial dissolution of the provisions of the litigants are not clear. Three "through other way cannot solve" is not clear. Four is too single system of judicial dissolution system.The third part analyzes the national judicial relief legislation comparison, corporate deadlock clear national legislation and judicial practice in the essence of judicial relief aspect of corporate deadlock, then put forward the foreign legislative practice of corporate deadlock in our country judicial relief system perfect enlightenment. Indicate the situation of judicial dissolution is enumerated type. Second is to clear the judicial dissolution of main body. Three is to increase the appointed third party supervision system. Four is the introduction of compulsory share purchase system as the way to resolve the company deadlock.The fourth part emphasizes the company deadlock of judicial dissolution system applicable standards. And apply to restrict the judicial dissolution of this extreme way, expanded "cannot solve by other means". At the same time puts forward some Suggestions of improve the system of judicial dissolution of supporting measures. The main content of the fourth chapter first has been clear about the company law article 182 of the judgment standard of corporate deadlock; Suggested that in a way that is generalized and enumeration rules of judicial dissolution of specific reason; To further improve the rules of the litigants. Second, clear and expand the "through other way cannot solve" the specific way. "Including" end the company’s internal relief way, such as internal agreement, arbitration and mediation. Also includes judicial power intervention in four ways:pretrial mediation way, way of compulsory share purchase, court and force companies to appoint a third person to take over the way of powers system. Finally starting from promoting the progress of the new corporation law, put forward several Suggestions to perfect the corporate deadlock in our country system supporting measures, including the introduction of experts in the field of business as the people’s jurors participate in court and to determine the company’s assets valuation method. Hope to establish a complete set of break the law system of corporate deadlock.