Study On Legal Cases Of Company Dissolution Applied By Shareholders

Judicial dissolution of a corporation is a kind of judicial dissolution on the opposite of administrative dissolution.It refers to the practice in which the owner makes the appeal of dissolution;the court gives the judgment to dissolve the company,resulting in the dissolution of the company.Article 182 of the Corporation Law of the People's Republic of China sets this regulation and endows the shareholders with the right of claim to the court for the dissolution of the company.Under this background,cases of dissolution of companies applied by their shareholders keep occurring.However,there are defects in the courts,dealings with this kind of cases.The defects include:different treatments for the same kind of cases;low rates of reconciliation and meditation,over-dependence on dissolution treatment,etc.Comparative analysis on cases of dissolution of companies applied by shareholders reveals common focuses of dispute of the cases.The focuses of dispute and the discussion of these focuses of dispute in this thesis mainly include:1.Identification of "whether the operation and management of the company encounters sever difficulties".The major focus of this dispute lies in the lack of reasonable standards for the "severeness" of difficulties.This author holds that the judgment standard should be the occurrence of company deadlock and that only when a corporate deadlock occurs shall the shareholders appeal for the dissolution of the company.Simple cases of shareholder oppression should not be the reason for courts to identify severe difficulties in the management and operation of the company.The boundary between shareholder oppression and company deadlock should be based on the relation between the unilateral power of the shareholders and the operation mechanism of the company.2.The judgment of "whether interruption or the existence of the company causes major losses to the shareholders".For the operational status of the company,the most important thing is its future expectations.Although the future expectations of a company are to a great extent fixed,they are also subject to changes.If the court could use conciliation to remedy this kind of co-personal fractures,company cost could be reduced and future expectations of the company could be improved,hence better protecting the interests of the shareholders.Therefore,conciliation is an effective means to protect the interests of shareholders.Some technical treatments could be done on the manners of conciliation to improve its success rate.3.About if companies should be dissolved.Some scholars maintain that dissolution of companies is an important measure to protect the interests of shareholders and hence the most thorough way to deal with company deadlocks.These opinions not only neglect the great damage which could be done to the interests of shareholders,but also overlook the fact that some shareholders may make improper profits from dissolving the company by force.Therefore,it is not enough to dissolve the company without any punishment on the wrongful acts of the accusing and the accused.Punishment is required by the protection of minority shareholders'interests and by the need to solve company deadlocks once and for all,and punitive nature is a remarkable advantage of judicial dissolution,and that the proactive judicial investigation of wrongful conducts of shareholders is comparative with the objective of saving judicial resources.