Study On The Company Deadlock Prevention And Relief

Corporate deadlock is between the shareholder of the company or the directors of the company, company will not operate properly, the company cannot form effective resolution. Corporate deadlock phenomenon will continue for the company, shareholders, creditors have adverse consequences. Our country company law and judicial explanation to that company deadlock, over how to deal with the corporate deadlock also made the corresponding provisions. From a case of corporate deadlock, this paper points out that the legislation and judicial practice in China in dealing with corporate deadlock:the problems of the legislation on company deadlock definition of fuzzy, play a role in the company’s articles of association in the deadlock prevention is bad, after the company deadlock relief way. The emphasis on the basic concepts of corporate deadlock, type, and the consequences. Based on the analysis of company deadlock, on the basis of the institutional and the institutional reasons, lead to how to prevent the company deadlock; In defining the concept of corporate deadlock, partition type, points out that corporate deadlock on the basis of the harmful consequences of corporate deadlock lead to prevent and dissolve the way of company deadlock, namely:through the advance design personalized the company’s articles of association, the reasonable design structure, scientific distribution rights company deadlock prevention; By increasing the forced to buy back the shares system, separation system of forcing companies to dissolve the company have deadlock; By the introduction of a third party to mediate the non-litigation way to deal with the corporate deadlock. For mandatory share buy system, this paper analyzes the system of litigation subject scope, main content of the acquisition, the acquisition of main body, the determination of stock price, the conditions for acquisition of shares, compared the compulsory judicial dissolution lawsuit and suit is the relationship between the acquisition of shares; For company forced separation system, the author analyzes the mandatory division of the company the value of this system, put forward the current set up company forced separation system need to solve the problem. Aiming at the existing problem of judicial dissolution system in practice, the author put forward the perfect Suggestions of judicial dissolution lawsuit corporate deadlock, including the application of judicial dissolution lawsuit problem, how that fuzzy in the judicial practice of judicial dissolution lawsuit, the fault in the judicial dissolution lawsuit, judicial dissolution of v. v. merger, cohesion of judicial dissolution lawsuit and bankruptcy liquidation, malicious litigation related issues.In a word, through the analysis of China’s legislation and judicial practice of dealing with the corporate deadlock is insufficient, the author recommends to customize the regulation, company deadlock prevention; Strengthening internal control to solve company deadlock; The prescribed in the articles of arbitration system, increase the diversity of relief way; For judicial dissolution system fuzzy and single issue, the author suggested that the establishment of a joint stock system of compulsory purchase taken as prior procedures of judicial dissolution system, and to improve the judicial dissolution system.