Research On Defective Resolution Litigation Of Shareholders’ Meeting

Defective resolution litigation of shareholders’ meeting means that the formation process of shareholders’ meeting resolution contains procedural flaws or content flaws,in which situation specific plaintiff can bring a defect resolution lawsuit to denial the validity of shareholders’ meeting resolution mentioned above thus to relieve the right of his own.In legislation, our country introduced defect resolution litigation system of shareholders’ meeting when "Company Law" was revised in 2005. But the relevant laws and regulations only provide an institutional framework. In particular, there are many blanks or insufficient problems in procedural provisions. For instance, the scope and qualification of the plaintiff is not clearly defined, prosecution period of specific defective resolution litigation is not clearly defined, the application of litigation guarantee system is difficult and there is a lack of provision of judgment validity and so on. As a result, the situations mentioned above bring a lot of uncertain and unified problems in the operation of the judicial practice and reducing the efficiency of the judiciary.Germany, Japan, Korea and Taiwan district of China and other continental law countries or regions have established defective resolution litigation system of shareholders’ meeting for a long time, no matter in the legislation or theories have developed quite mature. By studying relevant theories on substantive and procedural legislation of defective resolution system of shareholders’ meeting in these countries, and combined with specific reality of our country, we can learn the institutional merit from these countries. For example, this paper study the legislative model of these continental law countries and found that "Rule of Thirds" legislative model in the system design is more perfect by comparing the characteristics of "dichotomy" and "Rule of Thirds" legislative model; by comparing the definitions of subject defective resolution of other countries, the related provisions of our countries can be improved.This paper is based on procedural law issues of defective resolution system. Focus on the litigants, prosecution period, litigation guarantee and judgment validity four procedural questions and put forward legislative proposals to improve the system. The main content of the article consists of four chapters:Chapter I is an overview of defect resolution litigation system of shareholders’ meeting. The connotation, nature and validity of shareholders’ meeting resolution as well as the concepts and forms about defective resolution of shareholders’ meeting is introduced.Chapter II is a comparative study of validity system of defective resolution. Comparing legislation pattern and subject defective resolutions of other continental countries or regions and evaluating our legislation model.Chapter III is procedural law issue of defective resolution litigation system, which discusses the litigants, prosecution period, litigation guarantee and the judgment validity four questions in theory, legislation and judicial practice.Chapter IV put forward proposals to improve the legislation, in order to resolve the problems in the judicial practice and make defective resolution litigation system to play its institutional role better.