Empirical Study On The Severability Of Resolution Of Shareholder's Meeting

The resolution disputes of the company in article 22 of the Company Law can be divided into the identification and revoking disputes of the company resolution,and stipulates different relief systems.However,different courts have different cognition and application on this provision when they do the judicial trials ,and the phenomenon that "the same kind of cases have different results" is common .This paper take the disputes of resolution of the shareholders' meeting as an example. By the statistical and analysis of the experience of judicial trial,this paper attempts to find out the reasons of various differences,and put forward suggestions on perfecting the regulatory path to the disputes of resolution of the shareholders' meeting according to the judicial interpretation four of the Company Law.In order to explore the status quo of the judicial trial of the disputes of resolution of the shareholders' meeting,this paper collected and screened 194 judgments on the "Legal database of Peking University" and conducted an empirical analysis. Summarize the various causes and the determination of the different courts of the defective resolution of shareholders'meeting . This paper hold an opinion that the reasons of the differences in the judicial trial practice,besides the different complexity of the case,mainly because the existing law and the corresponding judicial interpretation have no systematic identification criteria.The identification causes about the flaw of resolutions of shareholders' meeting in the current Company Law is divided into two parts: "invalid" and "irrevocable"In the practice,the defect causes of resolutions is complicated and the simple division standards cannot respond accurately .Based on the empirical analysis of the sample case,this paper tries to provide some suggestions on the judicial trial and the specific application of judicial interpretation four of the Company Law on the basis of the existing theoretical research.This paper is divided into four parts:The first part is the case arrangement , the cases about the effect disputes of the shareholders' resolution in "the Magic Weapon of Peking University" from 2011 to 2016 are classified and computed, the statistics of sample case is used to illustrate the current status of judicial trials.The second part analyzes the existing problems of the Company Law in regulating the the resolution flaws of the shareholders' meeting of the Company. The author from the perspective of the practice of judicial practice, summed up the four aspects of the problem,namely:differences in the effect identification of the defect causes ,the lack of identification type,the nonstandard application of provisions,ambiguous procedural regulation.The third part contact the problem analysis of the first and two parts, from the perspective of the defect resolutions of the company's shareholders should to be analysed,in the meanwhile,the paper tries to respond to the questions in second part. This part argues that the identification of the resolution defect of the shareholders 'meeting needs to establish a systematic classification standard, and according to the standard, the defective effect of the resolution of the shareholders' meeting will be divided into "no","revocable" and "invalid".And analyse the elements of every type and the defect causes should be included by the sample cases and theory.The fourth part contacts the judicial interpretation four of the Company Law and explore the regulatory path of the defective effect of the resolution of shareholders' meeting,combined with the status of China's judicial practice, this part support the view that judicial interpretation four of the Company Law still need to improve the application in the following three points,that is,distinguish the general procedure defects from serious procedural flaws,distinguish the sue bout effect identification of the resolution of the shareholders' meeting and clear the classification criteria for the defective effect of the resolution of the shareholders'meeting.