Font Size: a A A

Study On Judicial Intervention Of Corporate Deadlock

Posted on:2018-01-18Degree:MasterType:Thesis
Country:ChinaCandidate:Y P PangFull Text:PDF
GTID:2346330542988161Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The prosperous development of the market economy ceaselessly promotes the society,and the company system is the foundation that supports market economy prosperity.As the main character of market economy,a good operation of the company lays important foundation for social stability.Furthermore,a sound legal system is essential for the normal operation of a company.But in practice,the operation of the company will more or less be trapped into stalemate accompanied by shareholders or directors disputes.Once the company is at a deadlock,it is just like people who are caught into the swamp,unable to "move".Accordingly,such consequences arise:the company will fail to make effective decisions or operate normally,which will undeniably damage the interests of companies,shareholders and other related subjects.There are two main ways to resolve the company deadlock:first,by means of the predetermined preventive measures in the articles of association;Second,request for judicial intervention.From the perspective of legislation,China's corporate law system does not fully attach importance to and protect minority shareholders' rights,so this paper mainly studies the issue of judicial intervention into company deadlock.Judicial intervention is the most credible means,and also the last resort,to resolve the company deadlock.Article 182 of the company law of the People's Republic of China stipulates the system of judicial dissolution,but the rule is too principled,with bad operability and practicality.Although the supreme People's Republic has specified the provisions of several issues concerning the application of the company law of the People's Republic of China(ii),the design of the system is still imperfect.Moreover,from the perspective of foreign legislation,the means of judicial intervention resolving the company deadlock are particularly rich,so it is not the only way to disband companies in China.In this paper,we try to analyze the judicial intervention measures which are in line with China's basic national conditions,and make our judicial intervention system more perfect and abundant.In addition to the introduction and conclusion,this article is composed of the following four parts.The first part is to give an overview of the company deadlock.First,we will clarify the concept of the company's deadlock,analyze the legal characteristics of the company's deadlock,and provide a certain standard for the determination of the deadlock.Then,through the study of the causes of the deadlock of the company and the formation reasons of the company's deadlock is to be further expounded,therefore,the company's deadlock is more clearly understood.According to different classifications to the harm of company deadlock,this paper illuminates that the occurrences of corporate deadlock will cause serious harm to the company,shareholders and other stakeholders and even to the interests of society.This paper mainly introduces the relevant mainstream theories in academia,such as the Theory of the failure of expected interest,the Theory of faith obligation,the Theory of social responsibility of the company and the Theory of relational contract.The analysis of reasonableness and effectiveness of judicial remedy proves that to resolve the company deadlock through judicial means is necessary,feasible and reasonable.The second part argues from different angles that the shortage of the current legislation of judicial intervention in the corporate deadlock,and further improve the system of judicial intervention company deadlock in our country from the legislative level through the introduction and analysis of the legislative status quo of corporate deadlock in our country judicial intervention,taking the company law and article 182 of the company law judicial interpretation ii as the main starting point,this paperBased on a comparative analysis,the third part demonstrates that Anglo-American law system of judicial intervention for company deadlock system is more advanced and the civil law system of judicial intervention for company deadlock is relatively conservative,but very rigorous,with its main purpose is to protect the normal operation of the company.It introduces and analyzes the two most representative law systems on judicial intervention into company deadlock relevant legislation,which are United States,Britain and Germany,Japan law system respectively.From the perspective of comparative law,we further study the shortcomings of the current legislation of China's legislation on the impasse of the judicial intervention company,and expect some enlightenments and inspirations.Based on the above introduction,analysis and comparison,and combining with the current domestic company deadlock judicial status quo,the fourth part provides suggestions for perfecting the relevant legal system and the basic principles that judicial intervention should follow concerning corporate deadlock,for improving the system of judicial compulsory dissolution,for establishing an alternative mechanism of judicial intervention company deadlock,for establishing shareholder's removal system,shareholding compulsory acquisition system and company separation system.Judicial intervention is not only the most credible means but also the last resort to resolve the company deadlock.Taking the foreign processing methods and the current situation of our country corporate deadlock into consideration,this paper argues that the solution of the corporate deadlock in our country should not just resort to judicial dissolution,but should actively explore alternative judicial intervention means to relieve corporate deadlock.Utilizing judicial intervention as the last barrier to protect the company and resolve the impasse caters to the nature of safeguarding the interests of the society,and it can also provide a strong guarantee for the company.
Keywords/Search Tags:limited liability company, company deadlock, Judicial intervention, compulsory dissolution, legislative perfection
PDF Full Text Request
Related items